AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d)
THE SECURITIES EXCHANGE ACT OF 1934
OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 17,
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OR OTHER JURISDICTION
CROSSWAYS PARK DRIVE
NEW YORK 11797-2033
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material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
WOODBURY, NY, August 17, 2020. Research Frontiers Inc.
(Nasdaq: REFR) announced today the retirement of Board member
Gregory G. Grimes effective August 17, 2020. Mr. Grimes has been a
member of the Board since 2011, was the Chairman of its
Compensation and Stock Option Committee and was a member of the
Company’s Audit and Nominating and Corporate Governance Committees.
After an extensive search, the Board of Directors of Research
Frontiers approved the appointment of William Graham Settle as a
director effective August 17, 2020.
Joseph M. Harary, President and CEO of Research Frontiers noted:
“Greg Grimes has been a shareholder of Research Frontiers since
1999 and a valued member of our Board of Directors since January
2011. His experience in the sales and marketing of luxury goods,
his contacts in the automotive, aircraft and aerospace industries,
and his business and management background have benefitted Research
Frontiers greatly, and all of us wish him well in his retirement
and look forward to his continued involvement and input with
Research Frontiers as a shareholder.”
Joe Harary joined the employees, directors and shareholders of
Research Frontiers in welcoming Mr. Settle to the Board: “Graham
Settle has been a steady presence and familiar face at Research
Frontiers since 1986 and our initial public offering. Over the
years, as an investor and also as a member of a special team
assisting me on international projects, he has gotten to know the
executives at key licensees of ours in Asia, Europe and North
America, and has a deep understanding of our SPD-SmartGlass
technology and its markets. As a fellow entrepreneur who has
founded or invested in, and successfully sold, businesses offering
innovative products and services, he has a keen sense of the
opportunities created by disruptive technologies and new markets.
His experience in international business, economics, finance and
government organizations will help Research Frontiers continue to
William Graham Settle
Settle, age 62, brings to the Board 35 years of experience in both
the public and private sectors.
Settle was first introduced to the Company by its founder, Bob
Saxe, in 1986 at the time of Research Frontiers Initial Public
Offering, four years after beginning his career on Wall Street with
Morgan Stanley/Dean Witter in 1982. His due diligence and
involvement over time has led him to make significant investments
including direct participation in the Company’s capital raising
transactions and purchases in the open market.
1994, Mr. Settle was tapped to manage AT&T Capital’s newly
established small and medium enterprise initiative in North and
South Carolina. The 1996 acquisition of AT&T Capital marked the
beginning of 18 years of foreign operations with a move to Bosnia
and Herzegovina to establish the war-torn nation’s first
micro-finance institution. Under his leadership, and in partnership
with bilateral and multilateral shareholders, the fledgling firm
reached profitability and went on to rank #14 in Forbes Top
Settle continued to serve in the Balkans as Chief of Mission for
World Bank Group’s private sector International Finance Corporation
(IFC) in Sarajevo and later in Belgrade where he led the in-country
liaison for World Bank Group’s diplomatic accreditation and
forensic audit of Serbia’s arrears in the prelude to Paris Club
the World Bank Group assignments, Graham Settle’s high-level roles
in the Asian Development Bank (ADB) included board membership on
investee companies, focal point for all private sector development
programs for developing member countries in the Asia and Pacific
region and Regional Mission Head of Private Sector Development for
Central Asia in Almaty, Kazakhstan.
Settle was also Senior
Advisor to Kazakhstan Independent Directors Association and primary
instructor for CFA candidates in Ethics and Professional
Standards. In 2012 he was a Founder of the Intelligence By Design
Eurasian Training Alliance public-private partnership with SAP,
Pearson Education and the Government of Kazakhstan.
his participation on special projects for Research Frontiers in
Asia, Europe and North America, Graham Settle developed first-hand
knowledge of the Company, its technology and the industries it
serves, with personal interaction with key SPD emulsion/film and
glass licensees and customers around the globe. His
international business and government experience and financial and
strategic consulting abroad contributed a global perspective to
Research Frontiers on these projects, and continue to provide this
as a member of the Research Frontiers Board.
Settle was also a founding member of identity theft and
cybersecurity firm InfoArmor in 2007. InfoArmor was acquired by All
State Insurance for $525 million in 2018.
the loss of his wife Amy, Graham took a year-long sabbatical
homeschooling his two young children as they traveled to 15
countries in 2017-2018. Mr. Settle also personally sponsored a
Bosnian student for university studies in the USA.
Settle is a Chartered Financial Analyst, completed the US Marine
Corps Platoon Leader Course in Quantico, was an AAU Boxing
champion, completed the Strategic Negotiations executive program at
Harvard University and has an MBA from East Carolina
has 18 years of international in-country operational experience in
Asia and Pacific, Caucuses and Eurasia, Central Asia, Middle East,
Southern and Central Europe.
addition to his accomplishments in developing countries, Graham
Settle has created companies, trained professionals and published
and lectured around the globe in multiple disciplines.
are noted in the press release attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
The Research Frontiers press release is also available on the
Company’s website at www.SmartGlass.com and at various other places
on the internet.
report and the press releases referred to herein may include
statements that may constitute “forward-looking” statements as
referenced in the Private Securities Litigation Reform Act of 1995.
Those statements usually contain words such as “believe”,
“estimate”, “project”, “intend”, “expect”, or similar expressions.
Any forward-looking statements are made by the Company in good
faith, pursuant to the safe-harbor provisions of the Act. These
forward-looking statements reflect management’s current views and
projections regarding economic conditions, industry environments
and Company performance. Factors, which could significantly change
results, include but are not limited to: sales performance, expense
levels, competitive activity, interest rates, changes in the
Company’s financial condition and several business factors.
Additional information regarding these and other factors may be
included in the Company’s quarterly 10-Q and 10K filings and other
public documents, copies of which are available from the Company on
request. By making these forward-looking statements, the Company
undertakes no obligation to update these statements for revisions
or changes after the date of this report.
information in this Form 8-K or the press release reproduced herein
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference
in such filing.
9.01. Financial Statements and Exhibits.
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.
Seth L. Van Voorhees
L. Van Voorhees
and VP, Business Development
August 17, 2020