RESEARCH FRONTIERS INC — Proxy Solicitation & Information Statement 2017

Apr 26, 2017

DEFA14A 1 defa14a.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

| 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)) |
| [
] | Definitive
Proxy Statement |
| [X] | Definitive
Additional Materials |
| [
] | Soliciting
Material Pursuant to §240.14a-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)(1) 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
fee 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: |

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You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares.

| c/o
Continental Proxy Services – 8th Floor 17 Battery Place, New York NY 10004–1123 |
| --- |
| NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS to be held on June 8, 2017 |

*Stockholders are cordially invited to attend the Annual Meeting and vote in person.

Dear Stockholder,

Notice is hereby given that the Annual Meeting of Stockholders of Research Frontiers Incorporated (the “Company”) will be held at the Company’s corporate office located at 240 Crossways Park Drive, Woodbury, New York 11797, on June 8, 2017 at 11:00 A.M., local time, for the following purposes:

| 1. | To
elect one Class III director; |
| --- | --- |
| 2. | To
ratify the selection of BDO USA, LLP as the independent registered public accountants of the Company for the fiscal year
ending December 31, 2017; |
| 3. | To
vote on an advisory resolution on the Company’s executive compensation; |
| 4. | To
vote on the frequency of future stockholder advisory votes on the Company’s executive compensation; and |
| 5. | 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, 2017 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting or any adjournments thereof.

If no specification is made, this proxy will be voted FOR the nominee listed above, FOR RATIFICATION of Proposal 2, FOR APPROVAL of Proposal 3, and 3 YEARS for Proposal 4.

Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card.

COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER:

The Proxy Materials are available for review at: http://www.cstproxy.com/smartglass/2017

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Research Frontiers Incorporated 240 Crossways Park Drive Woodbury, NY 11797

Important Notice Regarding the Availability of Proxy Materials For the Stockholder Meeting to Be Held On June 8, 2017

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one . There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before June 1, 2017 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company.

| - | the
Company’s Annual Report for the year ended December 31, 2016. |
| --- | --- |
| - | the
Company’s 2017 Proxy Statement (including all attachments thereto). |
| - | the
Proxy Card. |
| - | any
amendments to the foregoing materials that are required to be furnished to shareholders. |

ACCESSING YOUR PROXY MATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your company ID, proxy number, and account number.

REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 1-888-221-0690, or By logging on to http://www.cstproxy.com/smartglass/2017 or By email at: proxy@continentalstock.com Please include the company name and your account number in the subject line.

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