SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
RESEARCH FRONTIERS INCORPORATED
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fees paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 14, 2007
To the Stockholders of Research Frontiers Incorporated:
Notice is hereby given that the Annual Meeting of Stockholders
of Research Frontiers Incorporated (the "Company") will be held at the
Fox Hollow Inn, 7725 Jericho Turnpike, Woodbury, New York 11797,
on June 14, 2007 at 11:00 A.M., local time, for the following purposes:
1. To elect two Class II directors;
2. To ratify the selection of BDO Seidman, LLP as the
independent registered public accountants of the Company for the
fiscal year ending December 31, 2007;
3. To consider, if properly presented at the meeting, a proposal
submitted by a shareholder of the Company regarding the composition
of the Board of Directors of the Company; and
4. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April
18, 2007 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting or any adjournments
thereof.
Management requests all stockholders to sign and date the
enclosed form of proxy and return it in the postage paid, self-addressed
envelope provided for your convenience. Please do this whether or not
you plan to attend the meeting. Should you attend, you may, if you
wish, withdraw your proxy and vote your shares in person.
By Order of the Board of Directors,
JOSEPH M. HARARY, Secretary
Woodbury, New York
April 30, 2007
RESEARCH FRONTIERS INCORPORATED
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held Thursday, June 14, 2007
This Proxy Statement is furnished by the Board of Directors
of Research Frontiers Incorporated (the "Company") in connection
with the solicitation by the Company of proxies to be voted at the
Annual Meeting of Stockholders which will be held at the Fox
Hollow Inn, 7725 Jericho Turnpike, Woodbury, New York 11797,
on June 14, 2007, at 11:00 A.M., local time, and all adjournments
thereof.
Any stockholder giving a proxy will have the right to revoke
it at any time prior to the time it is voted. A proxy may be revoked
by written notice to the Company, Attention: Secretary, by
execution of a subsequent proxy or by attendance and voting in
person at the Annual Meeting of Stockholders. Attendance at the
meeting will not automatically revoke the proxy. All shares
represented by effective proxies will be voted at the Annual
Meeting of Stockholders, or at any adjournment thereof. Unless
otherwise specified in the proxy, shares represented by proxies
will be voted (i) for the election of the nominees for director listed
below, (ii) for the ratification of the selection of the independent
registered public accountants, and (iii) against adoption of the
proposal submitted by a stockholder regarding composition of the
Board of Directors of the Company. The cost of proxy solicitations
will be borne by the Company. In addition to solicitations of
proxies by use of the mails, some officers or employees of the
Company, without additional remuneration, may solicit proxies
personally or by telephone. The Company will also request
brokers, dealers, banks and their nominees to solicit proxies from
their clients, where appropriate, and will reimburse them for
reasonable expenses related thereto.
The Company's executive offices are located at 240
Crossways Park Drive, Woodbury, New York 11797-2033.
Research Frontiers encourages you to communicate with your
Company. If you are interested in communicating directly with the
entire board of directors of the Company, you may do so by
sending an email to Directors@SmartGlass.com and your email
will be sent directly to each member of the Company's Board of
Directors automatically. On or about May 4, 2007 this Proxy
Statement and the accompanying form of proxy together with a
copy of the Annual Report of the Company for the year ended
December 31, 2006, including financial statements, are to be
mailed to each stockholder of record at the close of business on
April 18, 2007.
VOTING SECURITIES
Only stockholders of record at the close of business on April
18, 2007 are entitled to vote at the meeting. As of April 18, 2007,
the Company had issued and outstanding and entitled to vote
15,348,601 shares of common stock, par value $0.0001 per share
(the "Common Stock"), the Company's only class of voting
securities outstanding. Each share of Common Stock entitles the
holder thereof to one vote.
As a shareholder of record, you may vote in person at the
Annual Meeting or you may vote by proxy without attending the
Meeting. If you are a registered shareholder, you may vote your
shares by giving a proxy via mail, telephone or Internet. To vote
your proxy by mail, indicate your voting choices, sign and date
your proxy card and return it in the postage-paid envelope
provided. You may vote by telephone or Internet by following the
instructions on your proxy card. If you hold your shares through
a broker, bank or other nominee, that institution will send you
separate instructions describing the procedure for voting your
shares.
If you provide a properly executed proxy before voting at the
Annual Meeting is closed, the persons listed on the Proxy card will
vote the proxy in accordance with your directions. If you
do not indicate how your shares are to be voted, the persons listed
on the Proxy card will vote your shares as recommended by the
Board of Directors. The persons listed on the Proxy card will also
have the discretionary authority to vote on your behalf on any
other matter that is properly brought before the Annual Meeting.
If you wish to give a proxy to someone other than the persons
listed on the Proxy card, please cross out the names of the people
listed on the Proxy card and add the name of the person holding
your proxy.
If we receive a valid proxy before voting at the Annual
Meeting is closed, your shares are voted as indicated on the proxy
card. If you indicate on your proxy card that you wish to "abstain"
or "withhold", as the case may be, from voting on an item, your
shares will not be voted on that item. Abstentions or withhold
votes are not counted in determining the number of shares voted
with respect to any nominee for Director or any management or
shareholder proposal, but will be counted to determine whether
there is a quorum present.
If you do not provide voting instructions to your broker or
nominee at least ten days before the Annual Meeting, that person
has discretion to vote your shares on matters that the New York
Stock Exchange has determined are routine. However, a broker or
nominee cannot vote shares on non-routine matters without your
instructions, and this is referred to as a "broker non-vote." Broker
non-votes are only counted in determining whether a quorum is
present.
The Annual Meeting cannot conduct business unless a
quorum is present. In order to have a quorum, a majority of the
shares of the Company's common stock that are outstanding and
entitled to vote at the meeting must be represented in person or by
proxy. If a quorum is not present, the Annual Meeting will be
rescheduled for a later date.
Directors are elected by a plurality of the votes cast. The
management and shareholder proposals described in the Proxy
Statement must be approved by a majority of the votes cast. Any
shares not voted (whether by abstention, broker non-vote or
otherwise) will have no effect on the outcome.
The following table sets forth certain information with respect
to those persons or groups known to the Company who
beneficially own more than 5% of the Company's Common Stock,
and for all directors and executive officers of the Company
individually and as a group.
Total Exercisable Percent
Beneficial Warrants of
Name of Beneficial Owner Ownership(1) and Options Class
Robert L. Saxe . . . . . . . . . . . . 1,439,528(2) 1,022,293 8.79
Joseph M. Harary . . . . . . . . . . . 479,174(3) 366,000 3.05
Robert M. Budin. . . . . . . . . . . . 252,577 219,700 1.62
Victor F. Keen . . . . . . . . . . . . 377,599 152,200 2.44
Albert P. Malvino. . . . . . . . . . . 231,400 104,700 1.50
Michael R. LaPointe. . . . . . . . . . 129,009(4) 124,500 0.83
All directors and officers
as a group (6 persons). . . . . . . . 2,768,350(5) 1,989,393 15.97
----------------------------------------
(1) All information is as of April 18, 2007 and was determined in
accordance with Rule 13d-3 under the Securities Exchange
Act of 1934 based upon information furnished by the persons
listed or contained in filings made by them with the Securities
and Exchange Commission or otherwise known to the
Company. Unless otherwise indicated, beneficial ownership
disclosed consists of sole voting and dispositive power.
Shares of Common Stock of the Company acquired by
officers, directors and employees through the exercise of
stock options or otherwise are subject to restrictions on their
transfer, including restrictions imposed by applicable
securities laws, as well as additional restrictions imposed by
the Company in accordance with written agreements and
policy statements. The mailing address for the above
individuals is c/o Research Frontiers Incorporated, 240
Crossways Park Drive, Woodbury, NY 11797.
(2) Includes (i) 2,687 shares of Common Stock owned by Mr.
Saxe's wife, Marie Saxe; (ii) 66,042 shares owned by a trust
u/w Leonard S. Saxe for which Mr. Saxe serves as a co-
trustee, and has a beneficial interest in one-half of the income
from such trust; and (iii) 11,250 shares of Common Stock
owned by a trust for the children of the late George Backer
and certain others for which Mr. Saxe serves as sole trustee.
Mr. Saxe disclaims beneficial ownership to all securities
described in items (i) and (iii) above.
(3) Includes 11,400 shares of Common Stock owned by Mr.
Harary's minor children, as to which shares Mr. Harary
disclaims beneficial ownership.
(4) Includes 898 shares of Common Stock owned by Mr.
LaPointe's wife, as to which shares Mr. LaPointe disclaims
beneficial ownership.
(5) Includes the securities described above in footnotes (2)
through (4).
ELECTION OF DIRECTORS
(Item 1)
Pursuant to the Company's By-Laws, five Directors
constitute the entire Board of Directors of the Company. A
majority of the Board of Directors of the Company are
independent directors. The Board of Directors is divided into three
classes, as nearly equal in number as possible. Each class serves
three years, with the terms of office of the respective classes
expiring in successive years. The term of office of the director in
Class I expires at the 2006 Annual Meeting of Stockholders. The
Board of Directors proposes that the nominee described below be
elected to hold office for a three-year term expiring at the 2009
Annual Meeting of Stockholders, and until the election and
qualification of his respective successor. If no other choice is
specified in the accompanying proxy, the persons named therein
have advised management that it is their present intention to vote
the proxy for the election of the nominee set forth below. Each of
the members of the Board of Directors of the Company, including
the nominee listed below, is presently a director of the Company,
and was elected to such office by the stockholders of the
Company. Should the nominee become unable to accept
nomination or election, it is intended that the persons named in the
accompanying proxy will vote for the election of such other person
as management may recommend in the place of such nominee.
There is no indication at present that the nominee will be unable
to accept nomination.
The following biographical information is provided with
respect to each director:
Directors Standing for Election
Victor F. Keen
Victor F. Keen, age 66, has been a director of the Company since
June 2001, and served as the Company's corporate Secretary from
1987. Mr. Keen is Of Counsel to the law firm of Duane Morris
LLP, a law firm with over 500 attorneys and offices in 19 cities
throughout the U.S. and Europe. He has served prior thereto as a
partner and chairman of Duane Morris' tax department. Mr. Keen
is a graduate of Trinity College (1963) and Harvard Law School
(1966). Mr. Keen serves as Chairman of the Company's
Compensation Committee.
Albert P. Malvino
Albert P. Malvino, age 76, has been a director of the Company
since August 2002 and has also been a member of the Company's
Advisory Board since June 2002. Dr. Malvino serves as Chairman
of the Company's Nominating Committee. Dr. Malvino trained at
the Naval Electronics Technician School and graduated from the
University of Santa Clara Summa Cum Laude in 1959 with a B.S.
degree in Electrical Engineering. For the next five years, he
worked as an electronics engineer at Microwave Laboratories and
at Hewlett-Packard while earning his MSEE from San Jose State
University in 1964. He then taught at Foothill College for the next
four years, wrote five textbooks, and was awarded a National
Science Foundation Fellowship in 1968. After receiving a Ph.D.
in Electrical Engineering from Stanford University in 1970, Dr.
Malvino embarked on a full-time writing career, creating and
revising electronics-technology textbooks now used throughout the
world. In 1984, he founded Malvino Inc. to publish animated
textbooks and other educational software for electronics. He has
written 10 textbooks that are used at universities, technical
institutes and corporations worldwide and which have been
translated into 20 foreign languages with over 108 editions, and
which have sold over 2 million copies.
Directors Continuing in Office
Class I-Term Expires at the 2009 Annual Meeting of Stockholders
Joseph M. Harary
Mr. Harary, age 46, became Vice President and General Counsel
to the Company in April 1992 and has been a director of the
Company since February 1993. In December 1999, Mr. Harary
was promoted to the position of Executive Vice President and
General Counsel, and in February 2002 was promoted to the
position of President and Chief Operating Officer of the Company.
Mr. Harary has also been the Treasurer and Chief Financial Officer
of the Company since 2005 and its corporate Secretary since 2007.
Mr. Harary has been counsel to the law firms of Eiseman, Levine,
Lehrhaupt & Kakoyiannis, and Kronish, Lieb, Weiner & Hellman
LLP (currently known as Cooley Godward Kronish LLP), both
located in New York, New York, since 1992. Mr. Harary was
associated with the law firm of Howard, Darby & Levin from 1990
to 1992, and with the law firm of Kronish, Lieb, Weiner &
Hellman from 1986 to 1990. Mr. Harary graduated Summa Cum
Laude from Columbia College in 1983 with an A.B. degree in
economics, and received a Juris Doctor degree from Columbia
Law School in 1986. Prior to attending law school, Mr. Harary
was an economist with the Federal Reserve Bank of New York.
Class III-Term Expires at the 2008 Annual Meeting of Stockholders
Robert L. Saxe
Mr. Saxe, age 71, is a founder of the Company and has been
Chairman of the Board of Directors of the Company since its
inception in 1965, was its President from 1966 to February 2002,
and Treasurer from 1966 to 2005. He graduated from Harvard
College in 1956 with an A.B. degree, Cum Laude in General
Studies (with a major in physics). Mr. Saxe also received an
M.B.A. degree from Harvard Business School in 1960.
Robert M. Budin
Mr. Budin, age 74, has been a director of the Company since 1987.
Mr. Budin was a Senior Vice President of Harold C. Brown & Co.,
Inc. until his retirement in 1990. Mr. Budin was a stockbroker and
had been employed at Harold C. Brown & Co., Inc. since 1963.
Mr. Budin serves as Chairman of the Company's Audit Committee.
The Board of Directors has an Executive Committee
composed of Robert L. Saxe, Joseph M. Harary and Robert M.
Budin. The Board of Directors also has an Audit Committee, a
Compensation Committee, and a Nominating Committee. The
members of each of these three latter committees, Robert M.
Budin, Victor F. Keen, and Albert P. Malvino, consists solely of
the three non-management directors, each of whom the Board has
determined meets the independence requirements under the
applicable listing standards of the NASDAQ Capital Market
governing the independence of directors. During fiscal 2000, the
Audit Committee of the Board of Directors developed a written
charter for the Committee that was approved by the Board of
Directors which was updated in 2004. The complete text of the
Audit Committee's current charter is available on Company's Web
site at www.SmartGlass.com. The Compensation Committee and
Nominating Committee, are not required to, and do not have,
written charters.
The Audit Committee reviews and reports to the Board of
Directors with respect to various auditing and accounting matters,
including the nomination of the Company's independent
registered public accountants, the scope of audit procedures,
general accounting policy matters, and the performance of the
Company's independent registered public accountants.
The Compensation Committee reviews and reports to the
Board of Directors its recommendations for compensation of all
employees and sets the compensation of the management of the
Company.
The Nominating Committee identifies individuals qualified
to become Board members and recommends to the Board the
director nominees for the next annual meeting of stockholders and
candidates to fill vacancies on the Board. Additionally, the
committee recommends to the Board the directors to be appointed
to Board committees. Because the Board of Directors of the
Company has a majority of independent directors, these
independent directors control the Board of Directors' selection of
nominees for director.
The Nominating Committee considers candidates for Board
membership suggested by its members and by other Board
members. Additionally, in selecting nominees for directors, the
Nominating Committee will review candidates recommended by
stockholders in the same manner and using the same general
criteria as candidates recruited by the committee and/or
recommended by the Board. The Nominating Committee will also
consider whether to nominate any person nominated by a
shareholder on a timely basis and in accordance with the
provisions of the Company's by-laws relating to shareholder
nominations and as described in "2008 Stockholder Proposals and
Director Nominations" below.
Once the Nominating Committee has identified a prospective
nominee, it or a subcommittee of the Nominating Committee
makes an initial determination as to whether to conduct a full
evaluation of the candidate. This initial determination is based on
the information provided to the subcommittee with the
recommendation of the prospective candidate, as well as the
subcommittee's own knowledge of the prospective candidate,
which may be supplemented by inquiries of the person making the
recommendation or others. The preliminary determination is based
primarily on the need for additional Board members to fill
vacancies or expand the size of the Board and the likelihood that
the prospective nominee can satisfy the evaluation factors
described below. Based on the recommendation of the
subcommittee, the full committee then evaluates the prospective
nominee and his or her qualifications, as well as other factors
which may include such things as whether the prospective
nominee meets the independence requirements and other
qualifications or criteria set forth under applicable listing
standards of the NASDAQ Capital Market, or other requirements
defined under applicable Securities and Exchange Commission rules
and regulations; the extent to which the prospective nominee's skills,
experience and perspective add to the range of talent appropriate
for the Board and whether such attributes are relevant to the
Company's industry; the prospective nominee's ability to dedicate
the time and resources sufficient for the diligent performance of
Board duties; and the extent to which the prospective nominee
holds any position that would conflict with responsibilities to the
Company.
If the Nominating Committee's internal evaluation is positive,
the subcommittee and possibly others will interview the candidate.
Upon completion of this evaluation and interview process, the
Nominating Committee makes a recommendation and report to the
full Board as to whether the candidate should be nominated by the
Board and the Board determines whether to approve the nominee
after considering this recommendation and report.
During 2006, the Company's Board of Directors had seven
formal meetings and also met ten additional times informally as a
Board, the Board's Audit Committee met four times, and the
Board's Compensation Committee met twelve times. The
Company's Nominating Committee met once in 2006. No
incumbent director attended less than 75% of meetings of the
Board of Directors during 2006. The Company encourages and
expects all of its directors to attend its Annual Meeting of
Stockholders, and three of the Company's five directors attended
last year's Annual Meeting of Stockholders.
In addition to Robert L. Saxe and Joseph M. Harary, whose
biographical information is provided above, the only other
executive officer of the Company is Michael R. LaPointe, age 48,
who is the Company's Vice President - Marketing since March
2002, joined the Company as its Director of Marketing for
Architectural Windows and Displays in March 2000. Mr.
LaPointe, a graduate of Brown University with a B.A. in
Organizational Behavior & Management and a B.A. in
Psychology, worked in a marketing capacity for IBM Corporation
in the early 1980s. He subsequently founded and developed
several companies involved in the application and licensing of new
technologies for various consumer products. During that period
Mr. LaPointe also worked as a management consultant, where in
1994 he began his relationship with Research Frontiers, assisting
the Company with its marketing strategy.
The Board of Directors recommends a vote FOR election
of the two nominees listed above and it is intended that proxies
not marked to the contrary will be so voted.
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
(Item 2)
The Audit Committee has selected the firm of BDO Seidman,
LLP to serve as our independent registered public accountants for
the fiscal year ending December 31, 2007. BDO Seidman, LLP is
considered by management to be well-qualified to serve as the
Company's independent registered public accountants. We expect
that representatives of BDO Seidman, LLP will attend the meeting,
have the opportunity to make a statement if they so desire, and be
available to respond to appropriate questions.
Audit and Other Fees
BDO Seidman was engaged to be the Company's independent
registered public accountants for 2005 and 2006. The following
table presents fees paid or accrued for professional audit services
rendered by BDO Seidman, LLP for the audit of our annual
financial statements for the years ended December 31, 2005 and
2006, and fees billed to us for other services rendered by BDO
Seidman, LLP during that period:
2006 2005
Audit Fees (1) $ 89,400 $ 78,000
Audit-Related Fees 0 0
Tax Fees (2) 14,500 13,500
All Other Fees 0 0
Total $103,900 $91,500
(1) Audit fees includes the audit of Research Frontiers
Incorporated annual financial statements, review of financial
statements included in Research Frontiers Incorporated's
Form 10-Q Quarterly Reports and services that are normally
provided by the independent registered public accountants in
connection with regulatory filings for those fiscal years.
(2) Tax fees include fees for all services performed by the
independent registered public accountants' tax personnel
except those services specifically related to the audit of the
financial statements, and includes fees for tax compliance and
tax advice.
The Audit Committee has approved the above-listed fees, has
considered whether the provision of the non-audit services
described above is compatible with maintaining such accounting
firms' independence, and has determined that the provision of such
services is compatible with maintaining such accounting firms'
independence.
The Board of Directors unanimously recommends a vote FOR
ratification of the selection of the accounting firm of BDO
Seidman, LLP as independent registered public accountants of
the Company for the fiscal year ending December 31, 2007.
Audit Committee Report
The following Audit Committee Report does not constitute
soliciting material and should not be deemed filed or incorporated
by reference into any other Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this Report by
reference therein.
During fiscal 2000, the Audit Committee of the Board of
Directors developed a written charter for the Committee that was
approved by the Board of Directors which was updated in 2004.
The complete text of the Audit Committee's current charter is
available on Company's Web site at www.SmartGlass.com.
The Audit Committee of the Board is responsible for
providing independent, objective oversight of the Company's
accounting functions and internal controls. The Audit Committee
is comprised of the independent directors of the Company: Robert
M. Budin, who serves as the Audit Committee's Chairman, Victor
F. Keen and Albert P. Malvino. The Company is not required to
have a "financial expert" (as such term is defined by applicable
rules) on its Audit Committee, and does not have one because of
the simple nature of accounting for the Company's operations as
a licensing company. The Company believes that all of the
members of its Audit Committee, due to their background and
business experience, have a sufficient understanding of generally
accepted accounting principles and financial statements, the ability
to assess the general application of such principles, an
understanding of internal controls over financial reporting, and of
audit committee functions to perform their duties as an Audit
Committee. Part of the Audit Committee's duties specifically
include the appointment, compensation and supervision of the
Company's accountants, as well as pre-approval of all auditing and
non-auditing services provided by the Company's accounting firm.
Management is responsible for the Company's internal controls
and financial reporting process. The independent registered public
accountants are responsible for performing an independent audit
of the Company's financial statements in accordance with auditing
standards of the PCAOB and to issue a report thereon. As set forth
in more detail in the charter, the Audit Committee's responsibility
is to monitor and oversee the processes.
In connection with these responsibilities, the Audit
Committee met with management and the Company's independent
registered public accountants, to review and discuss all financial
statements included in the Company's quarterly and annual reports
for the fiscal year ended December 31, 2006 (the "Financial
Statements") prior to their issuance and to discuss significant
accounting issues. Management has advised us that the Financial
Statements were prepared in accordance with generally accepted
accounting principles, and the Committee discussed the Financial
Statements with both management and the independent registered
public accountants. Our review included discussions with the
independent registered public accountants of matters required to
be discussed by the Statement on Auditing Standards No. 61
(communication with Audit Committees).
The Audit Committee also received written disclosures from
the independent registered public accountants required by
Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and the Audit Committee
discussed with the independent registered public accountants that
firm's independence.
Finally, the Audit Committee continued to monitor the
integrity of the Company's financial reporting processes and its
internal procedures and controls.
Based upon the Audit Committee's discussions with
management and the independent registered public accountants
and the Audit Committee's review of the representations of
management and the independent registered public accountants,
the Audit Committee recommended to the Board of Directors that
the Company's audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, for filing with the Securities and Exchange
Commission.
Members of the Audit Committee
Robert M. Budin (Chairman)
Victor F. Keen
Albert P. Malvino
SHAREHOLDER PROPOSAL REGARDING
COMPOSITION OF THE BOARD OF DIRECTORS
(Item 3)
The Company has been notified that a shareholder intends to
present a proposal for consideration at the Annual Meeting. The
shareholder making this proposal has presented the proposal and
supporting statement below, and we are presenting the proposal as
it was submitted to us. The Company is not responsible for the
contents of the shareholder proposal or his supporting statement.
We do not necessarily agree with all the statements contained in
the proposal and the supporting statement, but we have limited our
responses to the most important points and have not attempted to
refute all the statements we disagree with. The address and stock
ownership of the proponent of this proposal will be furnished by
the Company's Secretary to any person, orally or in writing as
requested, promptly upon receipt of any oral or written request.
Mr. Barry Kupfer has notified the Company that he intends to
present the following proposal for consideration at the Annual
Meeting:
RESOLUTION: Increase the size, experience and independence
of the Board of Directors
BE IT RESOLVED:
The shareholders advise the Board of Directors to increase the size
of the Board of Directors by two members. They should be
qualified independent persons, not currently affiliated with the
company (except by being a shareholder if it be the case) or
closely related to any existing member or senior management and
preferably have relevant experience in managing or directing large
corporations and dealing with international licensees similar to
those that the company currently has license agreements with.
They should also be significantly below 70 years of age.
Rationale for adoption: The current Board of Directors and
company management have brought the company to the point
where we are told that SPD film is being produced and developed
by large international corporations. It is expected that the
licensing revenues generated over the next year and beyond will
grow significantly. While we are grateful that we have reached
this stage, the time to reach this stage has been much longer than
projected. It would be useful to add experienced directors to guide
the company through the next phase of its growth. In addition, due
to the fact that three of the five members of the board are over 70
years of age, adding younger members to the board would
facilitate an easier transition of power should any member leave
the board. A similar resolution was withdrawn last year as the
company acknowledged that it agrees in concept that it would be
beneficial to add experience to the board of directors and it was
announced at last years annual meeting that the company is
searching for qualified candidates but none have been added. The
company should make this a priority and appoint additional
directors within six months and submit them for shareholder
approval at the next shareholder meeting.
Your Board of Directors recommends a vote AGAINST the
above proposal for the following reasons:
Your Company is always looking for ways to improve itself and
the quality and effectiveness of its management and employees,
including expertise to our Board of Directors. Our Board of
Directors has had continual discussions about this and we would
welcome the opportunity to consider adding additional candidates
with relevant industry experience to our Board of Directors. We
are actively looking for such candidates, and would welcome input
and suggestions from our shareholders. When we find such
qualified candidates willing to serve on our Board, we can increase
the size of our Board and appoint them to such new positions.
However, we do not believe that Mr. Kupfer's proposal is
advisable.
The time limit specified in the proposal is unrealistic in light of the
increased difficulty in finding qualified people to serve until the
Company is profitable. Over the past two years we have searched
for, and continue to search for, additional candidates to add to our
Board of Directors, have engaged two consultants to advise the
Company on these and other matters, and intend to continue our
search. However, neither the Company, nor any of its advisors,
believe that there can be any assurance that qualified candidates
can be found within the time frame suggested in the proposal.
The shareholder's proposal also implies that the time it has taken
to get the Company's SPD light-control film into production could
have been shortened had the composition of the Company's Board
of Directors included the qualifications outlined in the
shareholder's proposed resolution. However, as publicly stated by
the Company in the past, the challenges in bringing SPD film into
production involved technical issues and not ones relating to the
large size or location of licensees, as specified in the shareholder's
proposal. The Company is well-capitalized and has used its
employees and outside consultants to work on, and solve, these
technical issues. Similarly larger teams of people and additional
resources at our licensees have also focused on these issues, and
it is unrealistic to believe that the composition of the Board of
Directors at the Company would have had any effect on the speed
in which these issues were addressed and remedied.
There are also practical limitations on the proposal which, even if
implemented, would be advisory in nature. The proposal seeks to
limit new director to individuals "substantially" (an undefined
term) below the age of 70 years old. This reduces the pool of
qualified candidates that the Company can select from in
supplementing the existing experience of its Board of Directors.
Many individuals having desirable qualifications either are, or
were, actively engaged in businesses involving bringing new
technology products to market and/or doing business with large
global corporations. Your Board of Directors believes that it is in
the Company's and its shareholders' best interest to be able to
select from as wide a group of experienced individuals as possible
in choosing new directors.
The Board of Directors recommends a vote AGAINST the
above proposal for the reasons described above, and it is
intended that proxies not marked to the contrary will be so
voted.
EXECUTIVE COMPENSATION
The following table sets forth information regarding all cash
compensation paid by the Company and stock options granted
during the fiscal years indicated to Robert L. Saxe, the Company's
chief executive officer, and to each of the Company's executive
officers during the past fiscal year. The dollar value of option
awards listed below are estimated values based upon the Black-
Scholes valuation method using the assumptions set forth in the
Company's Annual Report on Form 10-K for the respective year
in question.
Other
Annual
Name of Executive and Option Compen-
Principal Positions Year Salary Bonus Awards($) sation(1) Total
Robert L. Saxe, 2006 $379,798 $ 0 $ 0 $24,833 $404,631
Director, Chairman 2005 $400,274 $ 0 $225,737 $36,974 $662,985
of the Board 2004 $436,968 $9,454 $ 0 $25,210 $471,632
Joseph M. Harary, 2006 $379,798 $54,000 $ 0 $43,823 $477,621
Director,President, 2005 $364,140 $50,000 $85,512 $28,011 $527,663
General Counsel, 2004 $364,140 $44,454 $53,667 $28,011 $490,272
Treasurer,Secretary
Michael R. LaPointe 2006 $135,477 $ 0 $ 0 $ 4,168 $139,646
Vice-President 2005 $129,892 $14,161 $44,099 $ 2,997 $191,149
Marketing 2004 $ 83,602 $15,000 $35,778 $ 4,802 $139,182
(1) Consists of the payment of accrued but unused vacation.
Because no stock options were granted to any executive officer
during 2006, the table "Grants of Plan-Based Awards" is not
included in this Proxy Statement. Since no options were exercised
by executive officers during 2006, the table "Option Exercises and
Stock Vested" is not included in this Proxy Statement. The Company
has no plan providing for pension benefits, non-qualified defined
contributions, deferred contributions, or payments upon a change of
control of the Company. The following table shows all options
outstanding as of the end of 2006 to executives at the Company. All
options listed are fully vested and exercisable at year end.
Outstanding Equity Awards at December 31, 2006
Number of
Securities
Underlying
Unexercised Option Option Option
Stock Options Exercise Grant Expiration
Name of Executive:(# Exercisable) Price Date Date
Robert L. Saxe: 70,000 $ 6.00000 06/12/97 06/11/07
120,000 $ 7.15625 06/11/98 06/10/08
120,000 $ 7.37500 12/09/98 12/08/08
240,000 $ 8.37500 06/10/99 06/09/09
48,000 $14.46875 10/12/00 10/11/10
48,000 $19.00000 12/15/00 12/14/10
120,000 $25.52500 06/14/01 06/13/11
60,000 $ 9.94000 09/24/01 09/23/11
60,000 $12.77500 06/13/02 06/12/12
27,733 $ 6.00000 07/01/05 06/30/15
88,560 $11.20000 12/06/05 12/05/15
Joseph M. Harary: 16,100 $ 7.15625 06/11/98 06/10/08
70,000 $ 7.37500 12/09/98 12/08/08
120,000 $ 8.37500 06/10/99 06/09/09
28,000 $14.46875 10/12/00 10/11/10
28,000 $19.00000 12/15/00 12/14/10
60,000 $25.52500 06/14/01 06/13/11
30,000 $ 9.94000 09/24/01 09/23/11
35,000 $12.77500 06/13/02 06/12/12
15,000 $ 6.17500 12/14/04 12/13/14
40,000 $11.20000 12/06/05 12/05/15
Michael R. LaPointe: 50,000 $37.03125 02/22/00 02/21/10
1,500 $18.90625 06/08/00 05/22/10
1,500 $14.46875 10/12/00 10/11/10
1,500 $19.00000 12/15/00 12/14/10
15,000 $25.52500 06/14/01 06/13/11
7,000 $12.77500 06/13/02 06/12/12
7,000 $12.81000 06/12/03 06/11/13
10,000 $ 6.17500 12/14/04 12/13/14
11,000 $ 6.00000 07/01/05 06/30/15
10,000 $ 5.60000 12/06/05 12/05/15
Director Compensation
Because directors fees are paid in stock options and no stock
options were granted during 2006, the "Director Compensation"
table listing director compensation for the past fiscal year is not
included in this Proxy Statement. The Company's policies towards
compensation of directors is described below in "Compensation
Discussion and Analysis."
Compensation Discussion and Analysis
The compensation of executive officers of the Company,
including the Company's chief executive officer, is determined by
the Compensation Committee of the Company's Board of
Directors, whose names are listed below at the end of their report.
The starting point for determining compensation of any executive
officer is their historical base salary and prior compensation
history. The salaries of all executive officers are also reviewed at
least twice annually by the Compensation Committee and by the
entire Board of Directors. Numerous factors are reviewed in
determining compensation levels. These factors include: the
compensation levels of executive officers with comparable
experience and qualifications, compensation levels at comparable
companies, individual and Company performance, past
compensation levels, years of service, performance of the
Company's stock, and other relevant considerations, including a
review of applicable compensation studies and other reference
materials. Members of the Company's Compensation Committee
review recommendations made by management of the Company
with respect to the compensation of all employees, and without
delegation of its duties to others, the Compensation Committee
sets the compensation of management of the Company and reports
its recommendations to the entire Board of Directors of the
Company. The Company's goal is to set salary levels somewhat
below those received by executives at other companies with
comparable experience and qualifications, and to supplement such
compensation with the grant of stock options and performance-
based bonuses. This approach is designed to more closely align
total executive compensation with the long-term performance of
the Company and enable all employees of the Company to
participate in the Company's growth. Through ownership of stock
options, the executive is rewarded if the Company's stockholders
receive the benefit of appreciation of the price of the Company's
Common Stock. Because the Company believes that its success is
dependent upon the coordinated efforts of all of its employees, and
that teamwork is essential in further developing the Company's
technology and meeting the expectations of the Company's
licensees and stockholders, when stock options are granted,
usually all employees of the Company are granted stock options.
During 2006, no stock options were granted and all employees
employed by the Company at the beginning of 2006 and 2007
received a cost-of-living increase in their base salaries. Also stock
options were awarded to all employees and directors of the
Company in February 2007 after certain key milestones were
achieved and publicly announced relating to production of SPD
light-control film and customer adoption of SPD technology in
certain end-products . In addition, the President of the Company
received bonus compensation during 2006 for the achievement of
certain milestones set by the Company's Board of Directors
regarding the raising of additional capital to strengthen the
financial position of the Company. The President of the Company
received a bonus in February 2007 for further achievements
regarding such milestone.
The Board of Directors and the stockholders have adopted a
stock option plan which remains in effect. The purpose of this
stock option plan is to attract key employees, officers and directors
and to encourage their continued employment and services and
their increased stock ownership in the Company. The Board of
Directors believes that the granting of stock options under this
stock option plan will promote continuity of management, and will
result in the increased incentive and personal interest in the
welfare of the Company by those who are or may become
primarily responsible for shaping and carrying out the long range
plans of the Company and securing its continued growth,
development and financial success. Currently awards for 720,779
shares of common stock are available for issuance under the
Company's stock option plan. If any options expire or terminate
for any reason without having been exercised in full, the
unpurchased shares subject thereto will again be available for
issuance under this stock option plan. The number of stock options
granted under such plan is determined based upon factors similar
to those described above in connection with the setting of cash
compensation. Since the Company's three independent directors
each chair one of three committees (Audit, Compensation, or
Nominating Committees), and serve as members of the other such
committees that they do not so chair, the Company believes that it
is appropriate to set target levels of director compensation based
upon the factors described above for service on the Company's
Board of Directors, and to pay each non-employee independent
Director an equal amount (rather than set compensation based
upon meetings attended based upon committees served on or
chaired). Based upon its review of comparable directors fees paid
at other companies, each non-employee independent director
annually receives stock options having a Black-Scholes valuation
(subject to future modification as a result of prevailing
compensation levels and other factors) of approximately $78,000
with respect to service as a Director during 2006.
The Company's stock option plan is administered by a
committee of at least two directors who are not officers and
employees of the Company (the "Administrators"). Currently the
Administrators consist of Mr. Budin, Mr. Keen and Dr. Malvino,
who serve as members of the Company's Stock Option Committee
and are also the sole members of the Company's Compensation
Committee. Options which qualify as Incentive Stock Options
("ISO's") under the Internal Revenue Code of 1986, as amended
(the "Code"), and non-qualifying options ("NQSO's") may be
issued under the Company's 1998 Stock Option Plan. Also stock
appreciation rights and restricted stock may be awarded under the
Company's 1998 Stock Option Plan, although there have been no
awards of stock appreciation rights and restricted stock under such
plan to date. The number of options to be granted under these
stock option plans are determined by the Administrators in their
discretion.
The purchase price of Common Stock subject to each option
issued under this stock option plan will be determined by the
Board of Directors or the Administrators, as the case may be, but
in the case of an ISO may not be less than (i) the fair market value
of the Common Stock subject to the option on the date of grant or
(ii) in the case of an option granted to an employee who, at the
time the option is granted, owns (within the meaning of the Code)
more than 10% of the total combined voting power of all classes
of stock of the Company, 110% of the fair market value of the
Common Stock subject to the option on the date of grant. Options
under this stock option plan may be exercised in the manner and
at such times fixed by the Board of Directors, but may not be
exercised for a term of more than 10 years, or for a term of five
years in the case of an employee who, at the time an ISO is
granted, owns (within the meaning of the Code) more than 10% of
the total combined voting power of all classes of stock of the
Company. In no event may ISO's exercisable for stock having an
aggregate fair market value determined on the date of grant of
$100,000 (together with all ISO's granted under any other stock
option) be granted which first become exercisable in any one
calendar year. Options are not transferable except by will or
intestacy on the death of the optionee. In general, ISOs terminate
when an optionee ceases to be employed by the Company or
within a specified period after the termination of such employment
depending upon the reason for such termination. It is currently
expected that option grants will be reviewed twice per year.
Employment Arrangements
The Company entered into an employment agreement with
Mr. Robert L. Saxe which automatically renews itself for
successive one-year terms unless either the Company or Mr. Saxe
gives the other at least 10 days prior written notice of the intention
not to renew the employment agreement. Pursuant to that
agreement, Mr. Saxe received an annual base salary from the
Company of $379,798 during 2006 and will receive an annual base
salary of $393,091 through December 31, 2007. The
Compensation Committee of the Board of Directors may, in its
discretion, authorize a higher salary for Mr. Saxe. Pursuant to his
employment agreement, Mr. Saxe has agreed not to compete with
the Company for a period of two years following the termination
of his employment thereunder. The Company maintains key-man
life insurance on the life of Mr. Saxe in the amount of $500,000.
Compensation Committee Interlocks and Insider Participation
In 2006, the Compensation Committee of our Board of
Directors consisted solely of independent directors Victor F. Keen,
Robert M. Budin and Albert P. Malvino. None of our executive
officers served as a director or member of the compensation
committee of another entity which had an executive officer that
served as a director or member of our Compensation Committee.
No member of the Company's Compensation Committee is a
current or former employee of the Company.
Compensation Committee Report
The following Compensation Committee Report does not constitute
soliciting material and should not be deemed filed or incorporated
by reference into any other Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this Report by
reference therein.
The Compensation Committee of the Board of Directors of
Research Frontiers Incorporated has reviewed and discussed with
management the Compensation Discussion and Analysis included
in this Proxy Statement. Based on its reviews and discussions, the
Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy
Statement and incorporated by reference into the Company's
Annual Report on Form 10-K for the year ended December 31,
2006.
This report is submitted on behalf of the Compensation Committee.
Members of the Compensation Committee
Victor F. Keen (Chairman)
Robert M. Budin
Albert P. Malvino
Equity Compensation Plan Information
The following table sets forth information as of December 31,
2006 with respect to shares of the Company's Common Stock that
may be issued under the Company's existing Stock Option Plan,
and any other equity that may be issued to officers or directors of,
or consultants to, the Company.
[insert new table heading]
Number of Securities Weighted Average Number of Securities
to be Issued Upon Exercise Price Remaining Available
Exercise of Outstanding of Outstanding for
Plan Category Options and Warrants Options and Warrants Future Issuance
Equity compensation plans
approved by security holders 3,431,093 $11.72 816,779
Equity compensation plans not
approved by security holders (see
Notes 7(b)(ii) and (c) to the
Company's 12-31-06
financial statements) 409,500 $ 7.73 0
Total 3,840,593 $11.29 816,779
Stock Price Performance
The following table sets forth the range of the high and low
selling prices (as provided by the National Association of
Securities Dealers) of the Company's common stock for each
quarterly period within the past two fiscal years:
Quarter Ended Low High
March 31, 2005 5.00 6.59
June 30, 2005 2.76 5.75
September 30, 2005 2.55 3.50
December 31, 2005 3.18 7.00
March 31, 2006 3.59 6.32
June 30, 2006 3.71 6.49
September 30, 2006 4.00 5.25
December 31, 2006 4.05 6.82
These quotations may reflect inter-dealer prices, without
retail mark-up, mark-down, or commission, and may not
necessarily represent actual transactions.
The following graph compares the total returns (assuming
reinvestment of dividends) on $100 invested on December 31,
2001 in the Company's Common Stock (REFR), the NASDAQ
Composite (U.S.) Stock Index, and the NASDAQ Electronic
Component Stock Index. The stock price performance shown on
the graph below reflects historical data provided by the National
Association of Securities Dealers, Inc. and is not necessarily
indicative of future price performance.
[graph with the following data points]
Date Index Index Index
U.S. NASDAQ Electronics REFR
12/31/01 $100.00 $100.00 $100.00
01/31/02 $99.24 $105.99 $109.25
02/28/02 $88.92 $83.36 $95.47
03/28/02 $94.75 $94.77 $105.49
04/30/02 $86.88 $85.61 $97.20
05/31/02 $83.05 $83.20 $82.40
06/28/02 $75.52 $62.44 $88.66
07/31/02 $68.63 $58.82 $52.45
08/30/02 $67.90 $55.93 $56.09
09/30/02 $60.60 $44.36 $53.46
10/31/02 $68.87 $52.56 $59.49
11/29/02 $76.55 $67.23 $62.95
12/31/02 $69.13 $53.55 $49.76
01/31/03 $68.38 $53.40 $43.79
02/28/03 $69.34 $57.35 $39.98
03/31/03 $69.54 $54.67 $42.96
04/30/03 $75.86 $62.28 $42.30
05/30/03 $82.53 $71.01 $68.31
06/30/03 $83.85 $70.47 $83.41
07/31/03 $89.63 $80.43 $81.08
08/29/03 $93.54 $88.34 $69.09
09/30/03 $92.32 $85.64 $68.43
10/31/03 $99.75 $98.32 $63.01
11/28/03 $101.23 $103.97 $56.15
12/31/03 $103.36 $103.04 $55.43
01/30/04 $106.43 $105.43 $75.66
02/27/04 $104.43 $99.86 $71.42
03/31/04 $102.65 $95.33 $57.40
04/30/04 $99.25 $86.22 $62.23
05/28/04 $102.54 $94.33 $53.70
06/30/04 $105.69 $94.30 $42.42
07/30/04 $97.63 $81.93 $41.89
08/31/04 $95.24 $73.52 $35.56
09/30/04 $98.08 $72.25 $37.95
10/29/04 $102.05 $77.81 $43.20
11/30/04 $108.34 $78.99 $37.41
12/31/04 $112.49 $81.50 $38.07
01/31/05 $106.64 $75.92 $35.80
02/28/05 $106.03 $78.08 $30.67
03/31/05 $103.33 $76.26 $31.03
04/29/05 $99.57 $73.46 $27.15
05/31/05 $107.27 $82.93 $26.01
06/30/05 $106.84 $80.84 $18.91
07/29/05 $113.66 $84.50 $17.48
08/31/05 $111.85 $81.35 $17.12
09/30/05 $111.94 $80.53 $18.50
10/31/05 $110.50 $76.11 $28.16
11/30/05 $116.53 $83.42 $33.77
12/30/05 $114.88 $80.75 $30.85
01/31/06 $119.95 $84.19 $30.43
02/28/06 $118.76 $84.97 $24.94
03/31/06 $121.86 $86.64 $23.03
04/28/06 $120.90 $86.84 $32.52
05/31/06 $113.60 $78.32 $32.22
06/30/06 $113.60 $77.34 $30.91
07/31/06 $109.27 $71.36 $25.66
08/31/06 $114.12 $80.29 $25.06
09/29/06 $118.05 $82.42 $25.78
10/31/06 $123.83 $85.25 $34.49
11/30/06 $127.07 $90.69 $35.98
12/29/06 $126.21 $88.81 $32.70
2008 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Any stockholder who intends to present a proposal for action,
including the nomination of a candidate for Director, at the
Company's 2008 Annual Meeting of Stockholders, must comply
with and meet the requirements of the Company's By-Laws and of
Rule 14a-8 of the Securities and Exchange Commission. Rule 14a-
8 requires, among other things, that any proposal be received by
the Company at its principal executive office, 240 Crossways Park
Drive, Woodbury, New York 11797, Attention: Corporate
Secretary, by December 31, 2007. Section 2.12 of the Company's
By-Laws (a copy of which is available upon request) set forth the
procedures that must be followed with respect to stockholder
nominations, which include a requirement that the person making
the nomination be a stockholder of record at the time of giving
notice for such stockholders meeting and who shall be entitled to
vote for the election of directors at the meeting, and that such
nomination be made pursuant to timely notice in proper written
form to the Secretary of the Company. To be in proper written
form, such notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address
of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Company
which are owned beneficially and of record by such person, (iv)
any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended (including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and
to serving as a director if elected), and (v) any other information
that is or would be required to be disclosed in a Schedule 13D
promulgated under the Securities Exchange Act of 1934 regardless
of whether such person would otherwise be required to file a
Schedule 13D, and (b) as to the stockholder giving the notice (i)
the name and address, as they appear on the Company's books, as
such stockholder, (ii) the class and number of shares of the
Company which are owned beneficially and of record by such
stockholder, and (iii) a description of all arrangements or
understandings between such stockholder and the person
nominated by such stockholder, and any interest by such
stockholder in the election of the person nominated by such
stockholder, and any relationship between such stockholder and
the person so nominated. In addition, a person providing notice
under this Section shall supplementally and promptly provide such
other information as the Company otherwise requests. At the
request of the Board, any person nominated by the Board for
election as a director shall furnish to the Secretary of the Company
that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than
ten percent of the Company's Common Stock are required to
report their initial ownership of the Company's Common Stock
and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have
been established, and the Company is required to disclose in this
Proxy Statement any failure to file by these dates. All of these
filing requirements were satisfied on a timely basis. In making
these disclosures, the Company has relied solely on written
representations of its directors and executive officers and copies of
the reports that they have filed with the Commission.
GENERAL AND OTHER MATTERS
Management knows of no matter other than the matters
described above which will be presented to the meeting. However,
if any other matters properly come before the meeting, or any of
its adjournments, the person or persons voting the proxies will vote
them in accordance with his, her or their best judgment on such
matters.
By Order of the Board of Directors
JOSEPH M. HARARY, Secretary
Woodbury, New York
April 30, 2007
THE COMPANY WILL PROVIDE WITHOUT CHARGE
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 2006
INCLUDING FINANCIAL STATEMENTS AND ANY
SCHEDULES THERETO (EXCEPT EXHIBITS), TO EACH OF
THE COMPANY'S STOCKHOLDERS, UPON RECEIPT OF A
WRITTEN REQUEST THEREFOR MAILED TO THE
COMPANY'S OFFICES, ATTENTION: ASSISTANT
SECRETARY. REQUESTS FROM BENEFICIAL
STOCKHOLDERS MUST SET FORTH A REPRESENTATION
AS TO SUCH OWNERSHIP ON APRIL 18, 2007.
[PROXY CARD - FRONT]
PROXY RESEARCH FRONTIERS INCORPORATED
240 Crossways Park Drive, Woodbury, New York 11797-2033
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - June 14, 2007
The undersigned hereby appoints Robert L. Saxe and Joseph M.
Harary, or either of them, as Proxy or Proxies of the undersigned with full
power of substitution to attend and to represent the undersigned at the
Annual Meeting of Stockholders of Research Frontiers Incorporated to be
held on June 14, 2007, and at any adjournments thereof, and to vote thereat
the number of shares of stock of the Company the undersigned would be
entitled to vote if personally present, in accordance with the instructions set
forth on the reverse side hereof. Any proxy heretofore given by the
undersigned with respect to such stock is hereby revoked.
Dated:_______________________________, 2007
___________________________________________
___________________________________________
Please sign exactly as name appears above. For joint
accounts, each joint owner must sign. Please give full title if
signing in a representative capacity.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE
[PROXY CARD - BACK]
1. ELECTION OF CLASS II DIRECTORS
NOMINEES: Victor F. Keen and Albert P. Malvino.
[] FOR ALL nominees listed above.
[] FOR ALL nominees listed above
EXCEPT:_________________________________________
(Instruction: To withhold authority to vote on
any individual nominee, write the name in the
space at the right.)
[] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. RATIFICATION OF THE SELECTION OF BDO SEIDMAN,
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2007.
[] FOR RATIFICATION []AGAINST RATIFICATION []ABSTAIN
3. ADOPTION OF PROPOSAL BY A SHAREHOLDER OF THE
COMPANY REGARDING THE COMPOSITION OF THE
BOARD OF DIRECTORS OF THE COMPANY.
[] FOR ADOPTION [] AGAINST ADOPTION [] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST THIS PROPOSAL 3.
4. In their discretion, upon such other matters as may properly
come before the meeting. If no specification is made,
this proxy will be voted FOR the nominee listed above and
FOR APPROVAL of Proposal 2 and AGAINST approval of Proposal3.
Please indicate whether or not you plan to attend the Annual Meeting on
Thursday, June 14, 2007.
Yes [ ] No [ ]