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

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☐ Preliminary Proxy Statement

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☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Sec. 240.14a-12

READING INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TABLE OF CONTENTS

READING INTERNATIONAL, INC.

6100 Center Drive,
5995 Sepulveda Boulevard, Suite 900

Los Angeles,300
Culver City, California 90045

90230

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY,wednesday, NOVEMBER 10, 20157, 2018

TO THE STOCKHOLDERS:

The 20152018 Annual Meeting of Stockholders (the “Annual Meeting”) of Reading International, Inc., a Nevada corporation, will be held at The Ritz Carlton – Marina Del Rey,our Reading Cinema located at 4375 Admiralty Way,  Marina Del Rey,the California 90292,Oaks Plaza, 41090 California Oaks Road, Murrieta, California 92562, on Tuesday,Wednesday, November 10, 2015,7, 2018, at 11:00 a.m., local time, for the following purposes:

1.To elect nine Directors

It is my pleasure to serve untilcordially invite all of our stockholders to attend the Company’s 2016  Annual Meeting of Stockholdersand thereafter until their successors are duly elected and qualified; meeting in person.  A map is provided on the following page to assist you in locating our Reading Cinemas, which is at the California Oaks Plaza in Murrieta. 

2.To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2015; and

3.To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

A copyCopies of our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2014 is2017 are enclosed (the(together, the “Annual Report”).  Only holders of record of our Class B Voting Common Stock at the close of business on October 6, 2015Monday, September 17, 2018, are entitled to notice of and to vote at the meeting andAnnual Meeting or any adjournment or postponement thereof.



Whether or not you plan on attending the Annual Meeting, we ask that you take the time to vote by following the Internet or telephone voting instructions provided on the enclosed proxy card or by completing and mailing the enclosed proxy card as promptly as possible.  We have enclosed a self-addressed, postage-paid envelope for your convenience.  If you later decide to attend the Annual Meeting, you may vote your shares even if you have already submitted a proxy.proxy card.

By Order of the Board of Directors,

Ellen M. Cotter
Chair of the Board

This Proxy Statement, form of proxy and Annual Report are first being sent or given to stockholders on or about October 8, 2018.

Important Information for Stockholders Attending

Reading International, Inc.’s 2018 Annual Meeting



Directions:

From Los Angeles International Airport (approx. 80-90 minutes):

Take the I-105 E/Norwalk from S. Sepulveda Blvd. (4 min). Use the right 2 lanes to take exit 18 for the I-605 S.  Use the right 3 lanes to take exits 7A to merge onto CA-91 E.  Use the right 3 lanes to take exit 51 to merge onto I-15 S towards San Diego.  Use the second from the right lane to take exit 65 for California Oaks Road.  Exit left on Kalmia St and continue onto California Oaks Road (1 hour and 19 minutes).  Turn right on Monroe Ave and a second right on Symphony Park Lane into the plaza driveway (4 min).  Continue onto driveway and make a quick left, then a quick right towards Reading Cinemas.  The cinema will be on the left side.

From San Diego International Airport (approx. 60-80 minutes):

Take the I-5 S to the CA-163 N towards Escondido (8 minutes).  Continue on the CA-163 N and merge onto the I-15 N.  Exit California Oaks Road (Exit 65) using the right two lanes to turn right (57 minutes). Then turn right at the second cross street onto Monroe Ave.  Turn right on to Symphony Park Lane into the plaza driveway (3 minutes).  Continue onto driveway and make a quick left, then a quick right towards Reading Cinemas.  The cinema will be on the left side.

From Ontario International Airport (approx. 45-60 minutes):

Take the I-10 E to exit 58B and merge onto I-15 S/Ontario Fwy towards San Diego/Corona. (3 minutes)  Exit California Oaks Road (Exit 65) using the left 2 lanes to turn left onto Kalmia St. (41 minutes).  Continue onto California Oaks Rd and turn right onto Monroe Ave.  Turn right onto Symphony Park Lane (4 minutes) and make a quick left, then a quick right towards Reading Cinemas.  The cinema will be on the left side.



Source:  Google Maps

October 8, 2018

READING INTERNATIONAL, INC.

6100 Center Drive,
5995 Sepulveda Boulevard, Suite 900

Los Angeles,300
Culver City, California 9004590230



PROXY STATEMENT



Annual Meeting of Stockholders
Tuesday,Wednesday, November 10, 20157, 2018

INTRODUCTION

This Proxy Statementproxy statement (the “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors of Reading International, Inc. (the “Company,” “Reading,” “we,” “us,” or “our”) of proxies for use at our 20152018 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday,Wednesday, November 10, 2015,7, 2018, at 11:00 a.m., local time, at The Ritz Carlton – Marina Del Rey,our Reading Cinemas located at 4375 Admiralty Way, Marina Del Rey,the California 90292, andOaks Plaza, 41090 California Oaks Road, Murrieta, California 92562, or at any adjournment or postponement thereof.  This Proxy Statement and form of proxy are first being sent or given to stockholders on or about Tuesday, October 20, 2015.   

At our Annual Meeting, you will be asked to (1) elect nine Directors to our Board of Directors (the “Board”) to serve until the 2016 Annual Meeting of Stockholders, (2) ratify the appointment of Grant Thornton LLP as our independent auditors for the fiscal year ending December 31, 2015, and (3)  act on any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

As of October 6, 2015,September 17, 2018, the record date for the Annual Meeting (the “Record Date”), there were outstanding 1,680,590 shares of our Class B Voting Common Stock (“Class B Stock”). outstanding.



When proxies are properly executed and received, the shares represented thereby will be voted at the Annual Meeting in accordance with the directions noted thereon. If no direction is indicated,

Important Notice Regarding the shares willAvailability of Proxy Materials for the Annual Meeting to be voted: FOR each of the nine nominees named in thisheld on November 7, 2018.

Our Proxy Statement for election to the Board of Directors under Proposal 1 and FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015 under Proposal 2.

INTERNET AVAILABILITY OF PROXY DOCUMENTS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON NOVEMBER 10, 2015 – This Proxy Statement, along with the proxy card, and our Annual Report for the year ended December 31, 2014, as filed with the Securities and Exchange Commission, are both available free of charge at our website, http:https://www.readingrdi.com, under “Investor Relations.”investor.readingrdi.com/

.



About the Annual MeetingABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

This proxy statementProxy Statement is being sent to all of our stockholders of record as of the close of business on October 6, 2015,day September 17, 2018, by Reading’sour Board of Directors (our “Board”) to solicit the proxy of holders of our Class B Stock to be voted at Reading’s 2015our 2018 Annual Meeting, of Stockholders, which will be held on Tuesday,Wednesday, November 10, 2015,7, 2018, at 11:00 a.m. Pacific Time,local time, at The Ritz Carlton – Marina Del Rey,our Reading Cinema located at 4375 Admiralty Way, Marina Del Rey,the California 90292.Oaks Plaza, 41090 California Oaks Road, Murrieta, California, 92562.

What items of business will be voted on at the annual meeting?Annual Meeting?

There are twothree items of business scheduled to be voted onconsidered for a vote at the 2015 Annual Meeting:

We will also consider any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof, including approving any such adjournment, if necessary. Please note that at this time we are not aware of any such business. 

How does theour Board of Directors recommend that I vote?

Our Board of Directors recommends that you vote:

What happens if additional matters are presented at the Annual Meeting?

Other than the two items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting.  If you grant a proxy, the persons named as proxies will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

Am I eligible to vote?

You may vote your shares of Class B Stock at the Annual Meeting if you were a holder of record of Class B Stock aton the close of business on October 6, 2015.  Your shares of Class B Stock are entitled to one vote per share.Record Date.  At that time, there were 1,680,590 shares of Class B Stock outstanding, and approximately 85370 holders of record.  Each share of Class B Stock is entitled to one vote on each matter properly brought before the Annual Meeting.

What if I own Class A Nonvoting Common Stock?

If you do not own any Class B Stock, then you have received this proxy statementProxy Statement only for your information.  You and other holdersHolders of our Class A Nonvoting Common Stock (“Class A Stock”) have no voting rights with respect to the matters to be voted on at the Annual Meeting.

How can I get electronic access to the proxy materials?

This Proxy Statement, along with the proxy card, and our Annual Report for the year ended December 31, 2014 as filed with the Securities and Exchange Commission are available at our website, http://www.readingrdi.com, under “Investor Relations.”

What should I do if I receive more than one copy of the proxy materials?

You may receive more than one copy of this Proxy Statement and multiple proxy cards or(or voting instruction cards.cards).  For example, if you hold your shares in more than one brokerage account, you may receive a separate notice or a separate voting instruction card for each brokerage account in which you hold shares.  If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one copy of this Proxy Statement or more than one proxy card.



To vote all of your shares of Class B Stock by proxy card, you must either (i) complete, date, sign and return each proxy card and(and voting instruction cardcard) that you receive or (ii) vote over the Internet or by telephone the shares represented by each notice that you receive.



What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many stockholders of our Company hold their shares through a broker, bank, trustee or other nominee rather than directly in their own name.  As summarized below, there are some differences in how stockholders of record and beneficial owners are treated.

Stockholders of Record.  If your shares of Class B Stock are registered directly in your name with our Transfer Agent,transfer agent, you are considered the stockholder of record with respect to those shares and the proxy materials are being sent directly to you by Reading.you.  As the stockholder of record of Class B Stock, you have the right to vote in person at the meeting.  If you choose to do so, you can vote using the ballot provided at the Annual Meeting.  Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you decide later not to attend the Annual Meeting.

Beneficial Owner.  If you hold your shares of Class B Stock through a broker, bank, trustee or other nominee rather than directly in your own name, you are considered the beneficial owner of such shares, held in street name and the proxy materials are being forwarded to you by your broker, bank, trustee or other nominee, who is considered the stockholder of record with respect to those shares.  As the beneficial owner, you are also invited to attend the Annual Meeting.  Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting, unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.  You will need to contact your broker, bank, trustee or nominee to obtain a proxy, and you will need to bring it to the Annual Meeting in order to vote in person.

How do I vote?

Proxies are solicited to give all holders of our Class B Stock who are entitled to vote on the matters that come before the meetingAnnual Meeting the opportunity to vote their shares, whether or not they attend the meetingAnnual Meeting in person.  If you are a holder of record of shares of our Class B Stock, you have the right to vote in person at the meeting.Annual Meeting.  If you choose to do so, you can vote using the ballot provided at the Annual Meeting.  Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you decide later not to attend the Annual Meeting.  You can vote by one of the following manners:

Holders of our Class B Stock are encouraged to vote their proxies by Internet, telephone or by completing, signing, dating and returning a proxy card or voting instruction card, but not by more than one method.  If you vote by more than one method, or vote multiple times using the same method, only the last-dated vote that is timely received by the inspectorInspector of electionElections will be counted, and each previous vote will be disregarded.  If you vote in person at the Annual Meeting, you will revoke any prior proxy that you may have given.  You will need to bring a valid form of identification (such as a driver’s license or passport) to the Annual Meeting to vote shares held of record by you in person.person.

What if my shares are held of record by an entity such as a corporation, limited liability company, general partnership, limited partnership or trust (an “Entity”), or in the name of more than one person, or I am voting in a representative or fiduciary capacity?



Shares held of record by an Entity:  Entity.  In order to vote shares on behalf of an Entity, you need to provide evidence (such as a sealed resolution) of your authority to vote such shares, unless you are listed of record as a record holder of such shares.

Shares held of record by a trust:  trust.  The trustee of a trust is entitled to vote the shares held by the trust, either by proxy or by attending and voting in person at the Annual Meeting.  If you are voting as a trustee, and are not identified as a record owner of the shares, then you must provide suitable evidence of your status as a trustee of the record trust owner.  If the record owner is a trust and there are multiple trustees, then if only one trustee votes, that trustee’s vote applies to all of the shares held of record by the trust.  If more than one trustee votes, the votes of the majority of the voting trustees apply to all of the shares held of record by the trust.  If more than one trustee votes and the votes are split evenly on any particular Proposal,proposal, each trustee may vote proportionally the shares held of record by the trust.

Shares held of record in the name of more than one person:    person.  If only one individual votes, that individual’s vote applies to all of the shares so held of record.  If more than one person votes, the votes of the majority of the voting individuals apply to all of such shares.  If more than one individual votes and the votes are split evenly on any particular Proposal,proposal, each individual may vote such shares proportionally.

How will my shares be voted if I do not give specific voting instructions?

If you are a stockholder of record and you:

What is a broker non-vote?non-vote and how is it counted?

If your shares are held by a broker on your behalf (that is, in “street name”), and you do not instruct the broker as to how to vote these shares on any “non-routine” proposals included in this Proxy Statement, your broker cannot exercise discretion to vote for or against those proposals.  This would be a “broker non-vote,” and these shares will not be counted as having been voted on the applicable proposal.  Applicable rules permit brokers to vote shares held in street name only on routine matters.  Shares that are not voted on non-routineOnly Proposal 2, the Auditor Ratification Proposal is a “routine proposal.”  All other matters such as the election of directors or any proposed amendment of our Articles or Bylaws, are called broker non-votes. Broker non-votes will have no effect on thecontained in this Proxy Statement for submission to a vote for the election of directors, but could affect the outcome of any matter requiring the approval of the holdersstockholders are considered “non-routine.”   Accordingly, if your shares are held in street name and if you do not give you broker instructions as to how to vote, your broker will only be able to exercise its discretion in the case of an absolute majority of the Class B Stock.  We areProposal 2, and will not currently aware of any matterbe permitted to be presented to the Annual Meeting that would require the approval of the holders of an absolute majority of the Class B Stock.   vote on Proposal 1 or Proposal 3.

What routine matters will be voted on at the annual meeting?

The ratification of Grant Thornton LLP as our independent auditors for 2015 is the only routine matter to be presented at the Annual Meeting by the Board on which brokers may vote in their discretion on behalf of beneficial owners who have not provided voting instructions.

What non-routine matters will be voted on at the annual meeting?

The election of nine members to the Board of Directors is the only non-routine matter included among the Board’s proposals on which brokers may not vote, unless they have received specific voting instructions from beneficial owners of our Class B Stock.

How are abstentions“withhold authority” and broker non-votes“abstain” votes counted?

Abstentions and broker non-votesProxies that are voted to “withhold authority” or “abstain” are included in determiningonly to determine whether a quorum is present.  In tabulatingIf “withhold authority” or “abstain” is selected with respect to the voting results forelection of directors, then such votes will have no impact on the itemselection of directors, as the seven nominees receiving the highest number of affirmative votes will be elected.  If  “withhold authority” or “abstain” is selected on a matter to be voted on at the 2015 Annual Meeting, shares that constitute abstentions and broker non-votes are not considered entitled to vote on that matter and will not affect the outcome of any matter being voted on at the meeting, unless the matter requires thefor which approval of the holders ofby a majority of the outstanding shares of Class B Stock.votes cast at the meeting is required (specifically, Proposal 2, the Auditor Ratification Proposal and Proposal 3,the Executive Compensation Proposal), then such a selection would similarly not have an effect on the vote, since “withhold authority” and “abstain” votes do not count as votes cast on that matter. 

How can I change my vote after I submit a proxy?

If you are a stockholder of record, there are three ways you can change your vote or revoke your proxy after you have submitted your proxy:it has been submitted:

How will youwe solicit proxies and who will pay the costs?

We will pay the costs of the solicitation of proxies.  We may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding the voting materials to their customers who are beneficial owners and obtaining their voting instructions.  In addition to soliciting proxies by mail, our board members, officers and employees may solicit proxies on our behalf, without additional compensation, personally or by telephone.

Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting, at our principal executivecorporate offices, 5995 Sepulveda Boulevard, Suite 300, Culver City, CA 90230 between the hours of 9:00 a.m. and 5:00 p.m., local time, for any purpose relevant to the Annual Meeting.  To arrange to view this list during the times specified above, please contact the Secretary of the Company.Annual Meeting at (213) 235-2240.

What constitutes a quorum?

The presence in person or by proxy of the holders of record of a majority of our outstanding shares of Class B Stock entitled to vote will constitute a quorum at the Annual Meeting.  Each share of our Class B Stock entitles the holder of record to one vote on all matters to come before the Annual Meeting.

How are votes counted and who will certify the results?

First Coast Results, Inc. will act as the independent Inspector of Elections and will count the votes, determine whether a quorum is present, count the votes, evaluate the validity of proxies and ballots, and certify the results.  A representative of First Coast Results, Inc. will be present at the Annual Meeting.  The final voting results will be reported by us on a Current Report on Form 8-K to be filed with the SECSecurities and Exchange Commission (the “SEC”) within four business days following the Annual Meeting.

What is the vote required for a Proposalproposal to pass?

Proposal 1 (the Election of Directors):  The nineseven nominees for election as Directors at the Annual Meeting who receive the highest number of “FOR” votes for the available Board seats will be elected as Directors.  This is called plurality voting.  Unless you indicate otherwise, the persons named as your proxies will vote your shares FOR all the nominees for DirectorDirectors named in Proposal 1.  If your shares are held by a broker or other nominee and you would like to vote your shares for the election of Directors in Proposal 1, you must instruct the broker or nominee to vote “FOR” for each member of the slate.candidates for whom you would like to vote.  If you give no instructions to your broker or nominee, then your shares will not be voted.  Ifvoted and will not be counted in determining the election.  Likewise, if you instruct your broker or nominee to “WITHHOLD,” then your vote will not be counted in determining the election.

Proposal 2 (the Auditor Ratification Proposal):  This proposal requires the affirmative “FOR” vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitledorder to vote thereon.

Except with respect to theOnly votes “FOR” on Proposal to ratify our independent auditors, where broker non-votes1 (the Election of Directors) will be counted onlysince directors are elected by plurality vote.  The nominees receiving the highest total votes for or against Proposal 1  at the Annual Meetingnumber of seats on the Board will be elected as directors.  Only votes “FOR” and “AGAINST” will be counted for Proposal 2 (the Auditor Ratification Proposal) since abstentions are not counted as votes castcast. Only votes “FOR” and “AGAINST” will be counted for Proposal 3 (the Executive Compensation Proposal), since abstentions and broker non-votes willare not be counted for voting purposes.as votes cast.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed to third parties, except as may be necessary to meet legal requirements.

How will the Annual Meeting be conducted?

In accordance with our Bylaws, Ellen M. Cotter, as the ChairpersonChair of the Board, of Directors, will be the Presiding Officer of the Annual Meeting.  S. Craig Tompkins has been designated by Ms. Cotterthe Board to serve as Secretary for the Annual Meeting.



Ms. Cotter and other members of management willmay address attendees following the Annual Meeting.  Stockholders desiring to pose questions to our management are encouraged to send their questions to us, care of the Secretary of the Annual Meeting, Secretary, in advance of the Annual Meeting, so as to assist our management in preparing appropriate responses and to facilitate compliance with applicable securities laws.



The Presiding Officer has broad authority to conduct the Annual Meeting in an orderly and timely manner.  This authority includes establishing rules for stockholders who wish to address the meeting or bring matters before the Annual Meeting.  The Presiding Officer may also exercise broad discretion in recognizing stockholders who wish to speak and in determining the extent of discussion on each item of business.  In light of the need to conclude the Annual Meeting within a reasonable period of time, there can be no assurance that every stockholder who wishes to speak will be able to do so.  The Presiding Officer has authority, in her discretion, to at any time recess or adjourn the Annual Meeting.  Only stockholders are entitled to attend and address the Annual Meeting.  Any questions or disputes as to who may or may not attend and address the Annual Meeting will be determined by the Presiding Officer.

Only such business as shall have been properly brought before the Annual Meeting shall be conducted.  Pursuant to our governing documents and applicable Nevada law, in order to be properly brought before the Annual Meeting, such business must be brought by or at the direction of (1) the Chairperson,Chair, (2) our Board, of Directors, or (3) holders of record of our Class B Stock.At the appropriate time, any  Any stockholder who wishes to address the Annual Meeting shouldmay do so only upon being recognized by the Presiding Officer.

CORPORATE GOVERNANCE



Passing of our Lead Independent Director

We are deeply saddened to announce the death of Mr. William D. Gould on August 6, 2018.  Mr. Gould was a member of the Board since 2004 and, at the time of his death, served as our Lead Independent Director.

Our Board acknowledges with appreciation Mr. Gould’s deep commitment, long service and extensive contributions to our Company. Mr. Gould will be greatly missed by all of his colleagues and friends here at Reading.

Our Board intends to consider the issue of the appointment of a new Lead Independent Director at its meeting immediately following the Annual Meeting.  No interim Lead Independent Director has been appointed.

Director Leadership Structure

Ellen M. Cotter is our current ChairpersonChair, President and also serves as our interim Chief Executive Officer and President and serves as the Chief Operating Officer for our Domestic Cinemas.Officer.  Ellen M. Cotter has been an executive with our Company for more than 1720 years, focusingand prior to her appointment in 2015 as our President and Chief Executive Officer, she principally focused on the cinema operations aspects of our business.  During thisShe has cinema operating experience in all jurisdictions in which our Company currently operates.  On the real estate side, she has been involved in the acquisition and development of all of our domestic cinema locations brought on line since she joined our Company.  Historically our Board has chosen to combine the roles of the Chair and the Chief Executive Officer.  At the present time, period, we have grown our Domestic Cinema Operations from 42Board continues to 248 screensbelieve that the combination of these roles is in the best interests of our Company and our cinema revenuesstockholders as such a structure (i) allows for consistent leadership, (ii) continues the tradition of having a Chair and Chief Executive Officer, who is also a member of the Cotter Family (which currently controls over 70% of the voting power of our Company, a leadership structure in which many of our stockholders have grown from US $15.5 million to US $125.7 million.    invested), and also (iii) reflects the reality of our status as a “controlled company” under relevant NASDAQ Listing Rules.

Margaret Cotter is our current Vice-Chairperson.Vice-Chair and also serves as our Executive Vice President – Real Estate Management and Development - NYC.  Margaret Cotter has been responsible for the operation of our live theaters for more than the past 1418 years and has for more than the past five6 years been actively involved inleading the re-development of our New York properties. In recent periods, her area of responsibility has expanded to include oversight of our development efforts with respect to our other East Coast and Midwestern properties, including those in Philadelphia and Chicago.

Ellen M. Cotter has a substantial stake in our business, owning directly 799,765817,533 shares of Class A Stock and 50,000 shares of Class B Stock.  Margaret Cotter likewise has a substantial stake in our business, owning directly 804,173814,973 shares of Class A Stock and 35,100 shares of Class B Stock.  In addition, Ellen M. Cotter and Margaret Cotter are the Co-Executors of their father’s (Jamesthe Estate of James J. Cotter, Sr. (the “Cotter Estate”) estate and Co-Trustees of athe James J. Cotter, Sr. Living Trust (the “Cotter Living Trust”).  Margaret Cotter is, in addition, the co-trustee (with James J. Cotter, Jr.,) of the trust (the “Living Trust”) established by Mr. James J. Cotter, Sr., for the benefit of his heirs.grandchildren (the “Cotter Grandchildren’s Trust”) which holds 274,390 shares of Class A Stock and is the sole trustee of the sub-trust to be formed under the Cotter Living Trust (the “Reading Voting Trust”) to hold for the benefit of the grandchildren of James J. Cotter, Sr., all of the Class B Stock currently owned by the Cotter Estate and the Cotter Living Trust.  Together, theyEllen Cotter and Margaret Cotter have sole or shared voting control over an aggregate of 1,208,988 shares or 71.9% of our Class B Stock.  Ellen and MargaretMr. James J. Cotter, have informedJr., the Board that they intend to vote the shares beneficially held by them for eachbrother of the nine nominees named in this Proxy Statement for election to the Board of Directors under Proposal 1.

James Cotter, Jr. alleges he has the right to vote the shares held by the Living Trust.  The Company believes that, under applicable Nevada Law, where there are multiple trustees of a trust that is a record owner of voting shares of a Nevada Corporation, and more than one trustee votes, the votes of the majority of the voting trustees apply to all of the shares held of record by the trust.  If more than one trustee votes and the votes are split evenly on any particular proposal, each trustee may vote proportionally the shares held of record by the trust.  Ellen M. Cotter and Margaret Cotter, who collectively constitute a majorityis designated as the successor trustee of the Co-Trustees ofReading Voting Trust, in the Living Trust, have informed the Boardevent that they intend to vote the shares held by the Living Trust for each of the nine nominees named in this Proxy Statement for election to the Board of Directors under Proposal 1.  Accordingly, the Company believes that Ellen M. Cotter and Margaret Cotter collectively haveshould be unable or unwilling to continue as the powertrustee of that trust.

Director Independence and authority to vote all of the shares of Class B Stock held of record by the Living Trust, which, when added to the other shares they report as being beneficially owned by them, will constitute 71.9% of the shares of Class B Stock entitled to vote for directors at the Annual Meeting.Board Oversight Structure

The Company has elected to take advantage of the “controlled company” exceptionexemption under applicable listing rules of Thethe NASDAQ Capital Stock Market (the NASDAQ“NASDAQ Listing Rules”).  Accordingly, the Company is exempted from the requirement to have an independent nominating committee and to have a board comprisedof directors composed of at least a majority of independent directors, we are neverthelessas that term is defined in the NASDAQ Listing Rules and SEC Rules (“Independent Directors”) and to have an independent nominating six independent directorscommittee.  Nevertheless, our Board has for many years had a majority of Independent Directors and is  nominating a majority of Independent Directors for election to our Board.  In determining who is an Independent Director, we follow the definition in section 5605(a)(2) of the NASDAQ Listing Rules. Under such rules, we consider the following directors who served in 2017 to be independent: Guy Adams, Dr. Judy Codding, William D. Gould, Edward L. Kane, Douglas McEachern and Michael Wrotniak.   Our Board annually reviews the independence of our directors.

We currently have an Audit and Conflicts Committee (the “Audit Committee”) and a Compensation and Stock Options Committee (the “Compensation Committee”) comprisedcomposed entirely of independent directors.  And, weIndependent Directors.  William D. Gould served up to the date of his passing, August 6, 2018, as our Lead Independent Director.  It is currently anticipated that an Independent Director will be appointed to this position at the annual organizational meeting of our Board following the Annual Meeting. Historically, our Lead Independent Director chairs meetings of the Independent Directors (typically held as a separate part of each board meeting) and acts as liaison between our Chair, President and Chief Executive Officer and our Independent Directors.  We also currently have a four memberfour-member Executive Committee comprisedcomposed of our ChairpersonChair, Vice-Chair and Vice-Chairperson and two independent directors (Messrs.Messrs. Guy W. Adams and Edward L. Kane).  Due toKane.  As a consequence of this structure, the concurrence of at least one independentnon-management member of the Executive Committee is required in order for the Executive Committee to take action.

Our Board, since Ellen Cotter was appointed our Chief Executive Office in 2015, has (i) adopted a best practices charter for our Compensation Committee, (ii) adopted a new best practices charter for our Audit Committee, (iii) completed, with the assistance of compensation consultants Willis Towers Watson and outside counsel Greenberg Traurig, LLP, a complete review of our compensation practices, in order to bring them into alignment with current best practices, (iv) adopted a new Code of Business Conduct and Ethics, and a Supplemental Insider Trading Policy restricting trading in our stock by our Directors and executive officers and (v) updated our Whistleblower Policy. 

Last year, our Board adopted a Stock Ownership Policy, setting out minimum stock ownership levels for our directors and senior executives, and earlier this year.

In recognition of the special risks involved with technology and cyber security, Director Guy Adams has been appointed to serve as our Lead Technology and Cyber Risk Director.  In this role, Director Adams serves as our Board’s liaison with our CEO, CFO and General Counsel in connection with the assessment of our Company’s technology and cyber security needs and the implementation of appropriate policies and procedures to meet those needs.  He ensures that relevant information is brought to our Board, and coordinates the timely presentation of such information to and facilitates the consideration of such information by all directors.  He also coordinates with our management timely and appropriate director education with respect to such matters to enhance director understanding of the issues involved and the options available to our Company.  In preparation for this role, Director Adams in 2018 completed the Cyber-Risk Oversight course presented by the National Association of Corporate Directors.

In 2017, our Board also established a Special Independent Committee to, among other things, review, consider, deliberate, investigate, analyze, explore, evaluate, monitor and exercise general oversight of any and all activities of the Company directly or indirectly involving, responding to or relating to the purported derivative litigation brought by Mr. James J. Cotter, Jr. in Nevada against our current nominees (while Mr. Cotter, Jr.’s claims have all been dismissed with prejudice on summary judgment. Mr. Cotter, Jr. has appealled the Nevada District Court’s judgment), the employment arbitration between our Company and Mr. James J. Cotter, Jr. relating to the termination of Mr. Cotter, Jr. as our president and chief executive officer, the litigation between Ms. Ellen Cotter and Ms. Margaret Cotter relating to the management of the Cotter Living Trust and the Reading Voting Trust and the voting and disposition of the Class B Stock held by the Cotter Living Trust and to be held by the Reading Voting Trust, and any other litigation or arbitration matters involving any one or more of Ms. Ellen Cotter, Ms. Margaret Cotter, Mr. James J. Cotter, Jr., the Cotter Estate and/or the Cotter Living Trust.  Directors Judy Codding and Douglas McEachern currently serve on this Special Independent Committee.  On April 13, 2018, our Board appointed a Special Litigation Committee comprised of Directors Codding, Gould and McEachern to consider whether or not the continuation of the derivative litigation was in the best interests of the Company.  The work of that committee has been mooted by the above referenced dismissal with prejudice of that litigation.

We believe that our Directors bring a broad range of leadership experience to our Company and regularly contribute to the thoughtful discussion involved in effectively overseeing the business and affairs of the Company.  We believe that all Board members are well engagedwell-engaged in their responsibilities and that all Board members express their views and consider the opinions expressed by other Directors.  Six Directors on our Board are independent under the NASDAQ Listing Rules and SEC rules, and William D. Gould serves as the lead director among our Independent Directors. In that capacity, Mr. Gould chairs meetings of the Independent Directors and acts as liaison between our Chairperson of the Board and interim Chief Executive Officer and our Independent Directors. Our Independent Directors are involved in the leadership structure of our Board by serving on our Executive Committee, our Audit Committee theand our Compensation Committee, and the Tax Oversight Committee, each havingof which has a separate independent chairperson. In connection withchair.  Nominations to our Board for the Annual Meeting we have establishedwere made by our entire Board, consisting of a Special Nominating Committee comprisedmajority of Independent Directors.  Each of the chairsnominees received the unanimous vote of the Independent Directors, each such nominee abstaining with respect to his or her own nomination.

Certain Potential Change of Control Considerations

While our Company is currently a controlled company under applicable NASDAQ Listing Rules with over 70% of the voting power of our Executive, AuditCompany being currently held by Ellen Cotter and Compensation Committees.

Management Succession

Up until his death on September 13, 2014, James J. Cotter, Sr., the father of Ellen Cotter, Margaret Cotter, and James J. Cotter, was our Company’s controlling stockholder, Chairpersonhaving the sole power to vote approximately 66.9% of the outstanding Class B Stock.  Under applicable Nevada Law, a stockholder holding more than 2/3rds of the Company’s voting stock has the power at any time, with or without cause, to remove any one or more directors (up to and Chief Executive Officer, resigned from all positions at our Company on August 7, 2014,including the entire board of directors) by written consent taken without a meeting of the stockholders.

Following the death of Mr. Cotter, Sr., disputes arose among Ellen Cotter and passed away on September 13, 2014.  Upon his resignation, Ellen M. Cotter was appointed Chairperson, Margaret Cotter, her sister, was appointed Vice Chairpersonon the one hand, and James J. Cotter, Jr., her brother,on the other hand, concerning the voting control and disposition of those shares. These disputes initially resulted in an action brought by Ellen Cotter and Margaret Cotter on February 5, 2015 in the Superior Court of the State of California, County of Los Angeles (the “California Superior Court”), in the case captioned In re James J. Cotter Living Trust dated August 1, 2000 (Case No. BP159755) (the “Trust Case”), to determine which of two trust documents controlled the Cotter Living Trust and the Reading Voting Trust. On March 23, 2018, the California Superior Court ruled that the trust document advocated by Mr. Cotter, Jr., was invalid.  That ruling has become final and non-appealable.  Accordingly, it has now been judicially established that Ellen Cotter and Margaret Cotter are the Co-Trustees of the Cotter Living Trust, and Margaret Cotter is the sole Trustee of the Reading Voting Trust to be formed under the Cotter Living Trust to eventually hold Class B Voting Stock representing approximately 66.9% of the outstanding voting stock of our Company.

Prior to this ruling, Mr. Cotter Jr., on or about February 8, 2017, brought an ex parte motion in the Trust Case seeking the appointment of a trustee ad litem to market and potentially sell the voting stock to be held by the Reading Voting Trust.  Mr. Cotter, Jr.’s, petition did not contemplate a sale of our entire Company (it proposed only the sale of the controlling block of Class B Stock anticipated to be used to fund the Reading Voting Trust), nor did it provide any way for stockholders generally to benefit from such a change of control transaction or any protections for minority stockholders.  As previously disclosed, our Board has adopted a long-term business strategy for our Company:  a strategy which, among other things, our Board believes will allow stockholders generally to realize the benefit of the build out of our real estate portfolio, and the execution of our business plan for our international cinema operations.  Accordingly, our Board has determined that it would not be appropriate to put our Company up for sale at this time.   Mr. Cotter, Jr.’s pleading in the Trust  Case includes no provision for the protection or advancement of our Company’s business plan and subjects the Company and its minority stockholders to the risk of sale to a buyer whose interests may be contrary to, or ignore those of, other stockholders.  In light of our Board’s determination that it would be in the  best interests of our Company and our stockholders generally to continue to pursue our Company’s business plan, and not to sell the Company at this time, the potential disruption to the achievement of that business plan and to the business and affairs of our Company generally if there were to be a change of control transaction at this time, and the commitment of Ellen Cotter and Margaret Cotter to the pursuit and fulfilment of that business plan, our Company has made filings in the California Superior Court opposing such an appointment of a trustee ad litem.

On March 23, 2018, the California Superior Court ruled that it would appoint a temporary trustee ad litem (the “TTAL”) “with the narrow and specific authority to obtain offers to purchase the RDI stock in the voting trust, but not to exercise any other powers without court approval, specifically the sale of the company or any other powers possessed by the trustees.”  No TTAL has been appointed Chief Executive Officer, while continuing his positionto date.

On April 12, 2018, following the application for a writ by Ellen Cotter and Margaret Cotter as President. the Trustees of the Cotter Living Trust, and Margaret Cotter as the Trustee of the Reading Voting Trust, the California Court of Appeals stayed all trial court proceedings and issued its Order to Show Cause as to why it should not vacate the California Superior Court’s Order that a TTAL be appointed to market the above referenced Class B Stock and enter a different order denying Mr. Cotter, Jr.’s ex parte petition seeking a TTAL.  It is not currently anticipated that the Court of Appeals will rule on its Order to Show Cause prior to the date of our Annual Meeting.  Ellen Cotter and Margaret Cotter have based their appeal on, among other things, their interpretation (as set out in their briefs to the Court of Appeals) of the applicable trust documents as clearly directing that control of our Company be retained within the Cotter Family for as long as possible.

On

As of June 12, 2015,30, 2018, according to the Board terminatedbooks of the employmentCompany, the Cotter Living Trust held of record 696,080 shares of our Class B Stock constituting approximately 41.4% of the voting power of our outstanding capital stock.  According to the books of the Company, the Cotter Estate as of that date held of record an additional 427,808 shares of Class B Stock, constituting approximately 25.5% of the voting power of our outstanding capital stock.  We are advised, based upon public filings made by one or more of Ellen Cotter, Margaret Cotter and James J. Cotter, Jr. (the “Cotter Filings”) that the Class B Stock currently held of record by the Cotter Estate will eventually pour over into the Cotter Living Trust where it will then be placed in the Reading Voting Trust.  At the present time, however, such Class B Stock is held of record by the Cotter Living Trust and the Cotter Estate, respectively.  Ellen Cotter and Margaret Cotter are also the Co-Executors of the Cotter Estate.

The California Superior Court, in the Trust Case, has jurisdiction over the Cotter Living Trust, which as described in more detail above, currently owns 41.4% of our PresidentClass B Stock, and, Chief Executive Officer,at such time as the Cotter Estate is probated, may receive up to an additional 25.5% of our Class B Stock, and appointedaccordingly, has jurisdiction over a potentially controlling block of our voting power.  Should the California Superior Court order the sale of the Cotter Living Trust’s Class B Stock and such sale be completed, then there may be a change of control of our Company, depending on, among other things, who the ultimate purchaser(s) of such shares might be, the number of shares of Class B Stock distributed by the Cotter Estate to the Cotter Living Trust, and whether the California Superior Court orders a sale of all or only some portion to the Class B Stock held by the Cotter Living Trust.

While our Company is not a party to the Trust Case, the rulings of the Superior Court in that case could have a potential material impact upon, among other things, (a) the control of our Company, (b) the future composition of our Board and senior executive management team, and (c) our Company’s continued pursuit of the Strategic Plan articulated in our various filings with the SEC, at our prior stockholder meetings, and at various analyst presentations. To date, the California Superior Court has accepted our submissions and allowed us to be involved in the Trust Case, so as to provide us an opportunity to address issues of concern to our Company and our stockholders generally.  However, no assurances can be given as to the outcome of the Trust Case and we are advised that we have no standing to appear in the current appeal.

As we are advised by counsel that it is unlikely that the Court of Appeals will rule on its Order to Show Cause before our Annual Meeting and as, even in the event that the Court of Appeals were to determine to allow the appointment of a TTAL,  a trial court hearing would still be required before any binding agreement to sell such shares could be entered into, we do not anticipate that any material change in the holdings of the Class B Stock held by the Cotter Trust will occur prior to our Annual Meeting, if ever.  We are advised by Ellen M. Cotter and Margaret Cotter that, if there is a sale of the Class B Stock held by the Cotter Voting Trust, they intend to serve asbe the Company’s interim President and Chief Executive Officer.  Thebuyers of such shares.

Our Board has established an Executive Search Committee (the “Search Committee”) comprisednot re-nominated Mr. Cotter, Jr., for election to our Board, and has instead reduced the size of our Chairperson,Board to seven (7) members, effective upon completion of the election at our Vice Chairpersonupcoming Annual Meeting.

For more information about the above referenced matters please  see the disclosure in our Annual Report on Form 10-K filed on March 16, 2018, under the “Part I, Item 1A-“Risk Factors—Ownership and directors Adams, GouldManagement Structure, Corporate Governance, and McEachernChange of Control Risks,” and has retained Korn FerryPart II, Item 8 (Financial Statements and Supplementary Data) – Note 12 – “Commitments and Contingencies to seek out candidates for the Chief Executive Officer position.    The Search Committee will consider both internalConsolidated Financial Statements” and external candidates. our Form 10-K/A filed on April 30, 2018 and our Quarterly Report on Form 10-Q filed on August 9, 2018.

Board’s Role in Risk Oversight

Our management is responsible for the day-to-day management of risks we face as a Company, while our Board, as a whole and through its committees, has responsibility for the oversight of risk management.  In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Board plays an important role in risk oversight at Reading through direct decision-making authority with respect to significant matters, as well as through the oversight of management by the Board and its committees.  In particular, the Board administers its risk oversight function through (1) the review and discussion of regular periodic reports by the Board and its committees on topics relating to the risks that the Company faces, (2) the required approval by the Board (or a committee of the Board) of significant transactions and other decisions, (3) the direct oversight of specific areas of the Company’s business by the Audit Committee and the Compensation Committee with input from the Lead Technology and the Tax Oversight Committee,Cyber Risks Director, and (4) review of regular periodic reports from the auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal control over financial reporting.  The Board also relies on management to bring significant mattersrisks impacting the Company to the attention of the Board.

“Controlled

“Controlled Company” Status

Under section 5615(c)(1) of the NASDAQNasdaq Listing Rules, a “controlled company” is a company in which more than 50% of the voting power for the election of directorsDirectors is held by an individual, a group, or another company.  Together, MargaretEllen M. Cotter and Ellen M.Margaret Cotter beneficially own 1,208,988 shares or 71.9% of our Class B Stock.  Our Class A Stock does not have voting rights.  Based on advice of counsel, our Board has determined that therefore the Company is therefore a “controlled company” within the NASDAQNasdaq Listing Rules.

After reviewing the benefits and detriments of taking advantage of the exceptionsexemptions to thecertain corporate governance rules available to a “controlled company” as set forth in the NASDAQNasdaq Listing Rules, our Board has determined to take advantage of certain exceptions from the NASDAQ Listing Rules afforded to our Company as a Controlled Company.those exemptions.  In reliance on a “controlled company” exception,exemption, the Company does not maintain a separate standing Nominating Committee. The Company nevertheless at this time maintains a full Board comprisedcomposed of a majority of independentIndependent Directors, and fully independentan Audit Committee and Compensation Committees,Committee each composed entirely of Independent Directors, and has no present intention to vary from that structure.  For purposesOur Board, consisting of selectinga majority of Independent Directors, approved each of the nominees for our 20152018 Annual Meeting, the Board formed a Special Nominating Committee comprisedMeeting.  See “Consideration and Selection of the Chairs of our Executive, Audit and Compensation Committees (Messrs. Adams, McEachern and Kane, respectively)Board's Director Nominees, and delegated to that committee authority to recommend nominees to the Board for the Board’s approval and nomination.    Proposal 1 is comprised of the nominees recommended by the Special Nominating Committee and approved and nominated by our Board.” below. 

Board Committees

Our Board has a standing Executive Committee, Audit Committee, Compensation Committee, and Tax OversightCompensation Committee.  These committees are discussed in greater detail below.

Executive Committee.  TheOur Executive Committee operates pursuant to a Charterresolution adopted by our Board.  Our Executive CommitteeBoard and is currently comprisedcomposed of Ms. Ellen M. Cotter, Ms. Margaret Cotter and Messrs. Guy W. Adams and Edward L. Kane.  Pursuant to its Charter,that resolution, the Executive Committee is authorized, to the fullest extent permitted by Nevada law and our Bylaws, to take any and all actions that could have been taken by the full Board between meetings of the full Board.  The Executive Committee held nodid not hold any meetings during 2014.2017.

Audit Committee.  TheOur Audit Committee operates pursuant to its, Charter adopted by our Board thatwhich is available on our website at www.readingrdi.com.  http://www.readingrdi.com/about/#committee-charters. The Audit Committee is responsible for, among other things, (i) reviewing and discussing with management the Company’s financial statements, earnings press releases and all internal controls reports, (ii) appointing, compensating and overseeing the work performed by the Company’s independent auditors, (iii) reviewing with the independent auditors the findings of their audits; and (iv) reviewing, considering, negotiating and approving or disapproving related party transactions (see the discussion in the section entitled  “Certain Relationships and Related Party Transactions” below).

Our Board has determined that the Audit Committee is comprisedcomposed entirely of independent

Independent Directors (as defined in section 5605(a)(2) of the NASDAQNasdaq Listing Rules) and Rule 10A-3(b)(1) of the Exchange Act., and that Mr. Douglas McEachern, the Chair of our Audit Committee, is an Independent Director who meets the foregoing guidelines and is qualified as an Audit Committee Financial Expert.  Our Audit Committee is currently comprisedcomposed of Mr. McEachern, who serves as Chair, Mr. Edward L. Kane and Mr. Kane. Mr. Storey, who served on our Board in 2014 and through October 11, 2015, served on our Audit Committee throughout 2014.Michael Wrotniak.  The Audit Committee held fournine meetings during 2014.2017.

Compensation Committee.  TheOur Board has established a standing Compensation Committee consisting of three of our Independent Directors, and is currently comprisedcomposed of Mr. Edward L. Kane, who serves as Chair, Dr. Judy Codding and Mr. Adams.  Mr. Alfred Villaseñor,Michael Wrotniak.  As a former Director, served oncontrolled company, we are exempt from the NASDAQ Listing Rules regarding the determination of executive compensation solely by independent directors, who additionally meet the heightened independence requirements specific to compensation committee members. Notwithstanding such exemption, we adopted a Compensation Committee charter requiring our Compensation Committee during 2014 until his term expired atmembers to meet the timeindependence rules and regulations of our 2014 Annual Meeting.  Mr. Storey servedthe SEC and the Nasdaq.  Our Compensation Committee charter is available on our Compensation Committee throughout 2014. Thewebsite at http://www.readingrdi.com/about/#committee-charters. 

Our Compensation Committee evaluates and makes recommendations to the full Board regarding the compensation of our Chief Executive OfficerOfficer.  Pursuant to its Charter, the Compensation Committee has delegated authority to establish the compensation for all executive officers other than the President and Chief Executive Officer; provided that compensation decisions related to members of the Cotter family membersFamily remain vested in the full Board.  In addition, the Compensation Committee, among other things, (i) establishes the Company’s general compensation philosophy and objectives (in consultation with management), (ii) approves and adopts on behalf of the Board incentive compensation and equity-based compensation plans, subject to stockholder approval as required, and (iii) performs other compensation related functions as delegated by our Board.  The Compensation Committee held threeten meetings during 2014.2017.

Tax Oversight CommitteeOther Board Committees.  Given our operationsOur Board has also appointed a Special Independent Committee and a Special Litigation Committee, whose functions have been described early in the United States, Australia, and New Zealand and our historic net operating loss carry forwards, our Board formed a Tax Oversight Committee to review with management and to keep the Board informed about our Company’s tax planning and such tax issues as may arise from time to time.  This committee is currently comprised of Mr. Kane, who serves as Chair, and Mr. Cotter, Jr. The Tax Oversight Committee held four meetings during 2014. these materials.

Consideration and Selection of the Board’s Director Nominees

The Company has elected to take the “controlled company” exceptionexemption under applicable NASDAQ Listing Rules.  Accordingly, the Company does not maintain a standing Nominating Committee.  However, in connection with the Annual Meeting, theOur Board, established a Special Nominating Committee consisting of Mr. Guy W. Adams (the Chair of our Executive Committee), Mr. Edward L. Kane (the Chair of our Compensation Committee) and Mr. Doug McEachern (the Chair of our Audit Committee) and delegated to that committee authority to evaluate and recommend nominees to the full Board for the Board’s consideration, approval and nomination.  Proposal 1 (Election of Directors) sets forth the names of the nominees recommended by the Special Nominating Committee and approved and nominated by our full Board. 

The Special Nominating Committee considered for nomination incumbent Directors and candidates proposed by Ellen M. Cotter, Margaret Cotter and Mr. James Cotter, Jr.  As part of its deliberations, the Special Nominating Committee reviewed the qualifications of each candidate submitted and conducted interviews with certain of the candidates.  Since Ellen M. Cotter and Margaret Cotter vote a majority of the Class B Stock, the Special Nominating Committee andIndependent Directors, approved each of the Board accordingly considered their viewsnominees for our 2018 Annual Meeting.

Our Board does not have a formal policy with respect to the 2015consideration of Director candidates recommended by our stockholders.  No non-Director stockholder has, in more than the past ten years, made any formal proposal or recommendation to the Board as to potential nominees.  Neither our governing documents nor applicable Nevada law place any restriction on the nomination of candidates for election to our Board directly by our stockholders. In light of the facts that (i) we are a controlled company under the NASDAQ Listing Rules and exempted from the requirements for an independent nominating process, and (ii) our governing documents and Nevada law place no limitation upon the direct nomination of Director candidates by our stockholders, our Board believes there is no need for a formal policy with respect to Director nominations.

Our Directors have not adopted any formal criteria with respect to the qualifications required to be a Director or the particular skills that should be represented on our Board, other than the need to have at least one Director and member of our Audit Committee who qualifies as an “Audit Committee Financial Expert,” and have not historically retained any third party to identify or evaluate or to assist in identifying or evaluating potential nominees.  We have no policy of considering diversity in identifying Director nominees.

Following a review of the experience and overall qualifications of the Director candidates, evaluated by the Special Nominating Committee, the Committee recommended that the full Board nominate, and the fullon August 30, 2018, our Board resolved to nominate, each of the individualsseven incumbent Directors named in Proposal 1 for election as Directors of the Company at our 20152018 Annual Meeting of Stockholders.Meeting. 

The Special Nominating Committee reported to the Board that in reaching the decision to recommend the nomination of Mr. James J. Cotter, Jr. for re-election to the Board, the Special Nominating Committee had taken a number of factors into consideration.  Without attempting to place any particular priority on any particular consideration or to enumerate all

Each of the matters discussed,nominees named in Proposal 1 received at least six (6) Yes votes, with each such nominee abstaining as to his or her nomination. 

After selecting the Special Nominating Committee reportednominees named in Proposal 1, our Board then reduced the size of our Board to the Board that it had considered, among other factors, Mr. Cotter Jr.’s pending litigation against certainseven (7) members effective as of completion of the other Directors and arbitration proceedings with the Company; the Board’s recent determination to  terminate Mr. Cotter, Jr. as the Company’s Chief Executive Officer and President of the Company; the potential that this personnel action and resultant legal proceedings could contribute to dissension among Board members and impact the otherwise collegial nature of Board meetings; Mr. Cotter, Jr.’s longevityvote on the Board and his broad knowledge of our Company; Mr. Cotter, Jr.’s beneficial holdings of the Company’s securities; and the fact that Ellen M. Cotter and Margaret Cotter had notified the Special Nominating Committee that, if Mr. Cotter, Jr. was not nominated by the Board, they intend to vote in their capacity as stockholders, as the Co-Executors of the Cotter Estate and as a majority of the Co-Trustees of the Trust, to nominate Mr. Cotter, Jr. from the floor and to vote the more than 70% of the voting stock that they collectively control for the election of Mr. Cotter, Jr.  After considering these factors and their deliberations, the Special Nominating Committee recommended that Mr. Cotter, Jr. be nominated to serve another term as a Director of the Company.our Board at our upcoming Annual Meeting. 

The Board approved each of the nominees recommended by the Special Nominating Committee, with James J. Cotter, Jr. voting against each of the recommended nominees (including himself) and Dr. Codding abstaining (Mr. Wrotniak was not present for the meeting).  Mr. Cotter, Jr. subsequently executed a consent to being named as a nominee in these materials and

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) designed to help our Directors and employees resolve ethical issues.  Our Code of EthicsConduct applies to all Directors and employees, including the Chief Executive Officer, the Chief Financial Officer, principal accounting officer, controller and persons performing similar functions.  Our Code of EthicsConduct is posted on our website www.readingrdi.com, under the “Investor Relations—Governance Documents” caption.at http://www.readingrdi.com/about/#policies-and-guidelines.

The

Our Board has established a means for employees to report a violation or suspected violation of the Code of EthicsConduct anonymously.  In addition, we have adopted a “Whistleblower Policy”an “Amended and Restated Whistleblower Policy and Procedures,” which is posted on our website, at http://www.readingrdi.com/about/#policies-and-guidelines, that establishes a process by which employees may anonymously disclose to our Principal Compliance Officer (currently the Chair of our Audit CommitteeCommittee) alleged fraud or violations of accounting, internal accounting controls or auditing matters.



Review, Approval or Ratification of Transactions with Related Persons

The

Our Audit Committee has adopted a written policyCharter delegates to that committee responsibility for review and approval of transactions between the Company and its directors, directorDirectors, Director nominees, executive officers, greater than five percent beneficial owners and their respective immediate family members, where the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single calendar year and the party to the transaction has or will have a direct or indirect interest.  A copy of this policycharter is available at www.readingrdi.com underhttp://www.readingrdi.com/about/#committee-charters.  For additional information, see the “Investor Relations” caption.section entitled “Certain Relationships and Related Party Transactions.”

Certain Legal Proceedings Involving Claims Against our Directors

As previously disclosed in our public filings, James J. Cotter, Jr., has since June 12, 2015, been asserting various purported derivative claims against our directors and our Company, pursuant to a lawsuit titled “James J. Cotter, Jr., individually and derivatively on behalf of Reading International, Inc. vs. Margaret Cotter, et al.” Case No,: A-15-719860-V, Dept. XI,  in the Eighth Judicial District Court of the State of Nevada for Clark County (the “Nevada District Court”).   Mr. Cotter, Jr.’s lawsuit, as amended from time to time, is referred to herein as the “Cotter Jr. Derivative Action” and his complaint, as amended from time to time, is referred to herein as the “Cotter Jr. Derivative Complaint.”  The policy providesdefendant directors named in the Cotter Jr. Derivative Complaint, from time to time, are referred to herein as the “Defendant Directors.”

All claims brought by Mr. Cotter, Jr., against Defendant Directors Judy Codding, William Gould, Edward L. Kane, Douglas McEachern and Michael Wrotniak in the Cotter Jr. Derivative Action were dismissed with prejudice by the Nevada District Court's order dated December 28, 2017, memorializing the Nevada District Court’s finding that Mr. Cotter, Jr., had failed to raise any genuine issue of material fact relating to the lack of independence or disinterestedness of these directors.  Thereafter, on June 19, 2018, the Nevada District Court dismissed with prejudice all claims asserted by Mr. Cotter, Jr., against the remaining Defendant Directors, Guy Adams, Ellen Cotter and Margaret Cotter.  The District Court granted the summary judgment motions in favor of these remaining Defendant Directors from the bench on June 19, 2018, and the Court’s final judgment was issued on August 8, 2018.   Mr. Cotter, Jr., has appealed the Court’s December 28, 2017 order and it is anticipated that he will appeal the Court’s August 8, 2018 order as well.

In addition, our Company is in arbitration with Mr. Cotter, Jr.  (Reading International, Inc. v. James J. Cotter, AAA Case No. 01-15-0004-2384, filed July 2015) (the “Cotter Jr. Employment Arbitration”) seeking declaratory relief and defending claims asserted by Mr. Cotter, Jr.  On January 20, 2017, Mr. Cotter Jr. filed a First Amended Counter-Complaint which includes claims of breach of contract, contractual indemnification, retaliation, wrongful termination in violation of California Labor Code § 1102.5, wrongful discharge, and violations of California Code of Procedure § 1060 based on allegations of unlawful and unfair conduct. Mr. Cotter, Jr. seeks compensatory damages estimated by his counsel at more than $1.2 million, plus unquantified special and punitive damages, penalties, interest and attorney’s fees.  On April 9, 2017, the Arbitrator granted without leave to amend the Company’s motion to dismiss Mr. Cotter, Jr.’s claims for retaliation, violation of California Labor Code §1102.5 and wrongful discharge in violation of public policy.  While this matter is still in the discovery stage, it is currently anticipated that the Audit Committee reviews transactions subjectmatter will be heard in October, prior to our Annual Meeting.  However, it is uncertain as to whether the policy and determines whether or notarbitrator will rule on the matter prior to approve or ratify those transactions. In doing so, the Audit Committee takes into account, among other factors it deems appropriate:our Annual Meeting.

Mr. Cotter, Jr. also brought a direct action in the Nevada District Court (James J. Cotter, Jr. v. Reading International, Inc., a Nevada corporation; Does 1-100 and Roe Entities, 1-100, inclusive, Case No. A-16-735305-B) seeking advancement of attorney’s fees incurred in the Cotter Jr. Employment Arbitration.   Summary judgment was entered against Mr. Cotter, Jr. with respect to that direct action on October 3, 2016.

For a period of approximately 12 months, between August 6, 2015 and August 4, 2016, our Company and our directors other than Mr. Cotter, Jr. were subject to a derivative lawsuit  filed in the Nevada District Court captioned T2 Partners Management, LP, a Delaware limited partnership, doing business as Kase Capital Management; T2 Accredited Fund, LP, a Delaware limited partnership, doing business as Kase Fund; T2 Qualified Fund, LP, a Delaware limited partnership, doing business as Kase Qualified Fund; Tilson Offshore Fund, Ltd, a Cayman Islands exempted company; T2 Partners Management I, LLC, a Delaware limited liability company, doing business as Kase Management; T2 Partners Management Group, LLC, a Delaware limited liability company, doing business as Kase Group; JMG Capital Management, LLC, a Delaware limited liability company, Pacific Capital Management, LLC, a Delaware limited liability company (the “T2 Plaintiffs”), derivatively on behalf of Reading International, Inc. vs. Margaret Cotter, et al.    The T2 Derivative Action was settled pursuant to a Settlement Agreement between the parties dated August 4, 2016, which as modified was approved by the Nevada District Court on October 6, 2016.   The District Court’s Order provided for the dismissal with prejudice of all claims contained in the T2 Plaintiffs’ First Amended Complaint and provide that each side would be responsible for its own attorneys’ fees. 

In the joint press release issued by our Company and the T2 Plaintiffs on July 13, 2016, representatives of the T2 Plaintiffs stated as follows:  "We are pleased with the conclusions reached by our investigations as Plaintiff Stockholders and now firmly believe that the Reading Board of Directors has and will continue to protect stockholder interests and will continue to work to maximize shareholder value over the long-term.  We appreciate the Company's willingness to engage in open dialogue and are excited about the Company's prospects. Our questions about the termination of James Cotter, Jr., and various transactions between Reading and members of the Cotter family-or entities they control-have been definitively addressed and put to rest. We are impressed by measures the Reading Board has made over the past year to further strengthen corporate governance.  We fully support the Reading Board and management team and their strategy to create stockholder value.”

PROPOSAL 1:  Election of DirectorsELECTION OF DIRECTORS

Nominees for Election

Nine

Seven Directors are to be elected at our Annual Meeting to serve until the annual meetingAnnual Meeting of stockholdersStockholders to be held in 20162019 or until their successors are duly elected and qualified.  Unless otherwise instructed, the proxy holdersproxyholders will vote the proxies received by us “FOR” the election of the nominees below, all of whom currently serve as Directors.  The nineseven nominees for election to the Board of Directors who receive the greatest number of votes cast for the election of Directors by the shares present and entitled to vote will be elected Directors.  If any nominee becomes unavailable for any reason, it is intended that the proxies will be voted for a substitute nominee designated by the Board of Directors.  We believe theThe nominees named will be ablehave consented to serve if elected.

The names of the nominees for Director, together with certain information regarding them, are as follows:

(1)Member of the Executive Committee.

(2)



Ellen M. Cotter.Ellen M. Cotter has been a member of theour Board of Directors since March 13, 2013, and currently serves as a member of our Executive Committee.  Ms. Cotter was appointed Chairperson of our Board on August 7, 2014 and has served as our interim President and Chief Executive Officer and President sincefrom June 12, 2015.2015 until January 8, 2016, when she was appointed our permanent President and Chief Executive Officer.  She joined the Company in March 1998,1998.  Ms. Cotter is also a director of Cecelia Packing Corporation (a Cotter family-owned citrus grower, packer and marketer) and, of a captive insurance company providing insurance for the Cotter family agricultural activities. Ms. Cotter is a graduate of Smith College and holds a Juris DoctorateDoctor from Georgetown University Law School.Center.  Prior to joining the Company, Ms. Cotter spent four years in private practice as a corporate attorney with the law firm of White & Case in Manhattan.New York City.  Ms. Cotter is the sister of Margaret Cotter and James J. Cotter, Jr.  ForPrior to being appointed as our President and Chief Executive Officer, Ms. Cotter served for more than the past ten years Ms. Cotter has served as the Chief Operating Officer (“COO”) of our domestic cinema operations, in which capacity she has,had, among other things, been responsibleresponsibility for the acquisition and development, marketing and operation of our cinemas.cinemas in the United States.  Prior to her appointment as COO of Domestic Cinemas, she spent onea year in Australia and New Zealand, working to develop our cinema and real estate assets in those countries.  Ms. Cotter is the Co-Executor of her father’s estate, which is the record owner of 326,800 shares of Class A Stock and 427,808 shares of our Class B Stock (representing 25.5% of such Class B Stock).Stock.  Ms. Cotter is also a Co-Trustee of the James J. Cotter Sr.Foundation (the “Cotter Foundation”), which is the record holder of 102,751 shares of Class A Stock and Co-Trustee of the Cotter Living Trust, which is the record owner of 1,897,649 shares of Class A Stock and 696,080 shares of Class B Stock (representing an additional 44.0% of such Class B Stock).Stock.

Ms. Cotter brings to theour Board her 17more than twenty years of experience working in our Company’s cinema operations, both in the United States and Australia.  For the past 13 years, she has served as the senior operating officer of our Company’s domestic cinema operations.  She has also served as the Chief Executive Officer of Reading’s subsidiary, Consolidated Entertainment, LLC, which operates substantially all of our cinemas in Hawaii and California. In addition, with her direct ownership of 799,765817,533 shares of Class A Stock and 50,000 shares of Class B Stock and her positions as Co-Executor of her father’s (James J. Cotter, Sr.) estate and Co-Trustee of the James J. Cotter Sr. Trust and the Cotter Foundation, Ms. Cotter is a significant stake holderstakeholder in our Company.  Ms. Cotter is well recognized in, and a valuable liaison to, the film industry.  In recognition of her contributions to the independent film industry, Ms. Cotter was awarded the first Gotham Appreciation Award at the 2015 Gotham Independent Film Awards.  She was also inducted that same year into the Show East Hall of Fame.

Guy W. Adams.  Guy W. Adams has been a Director of the Company since January 14, 2014.  He is2014, and currently serves as the chair of our Executive Committee and as our Lead Technology and Cyber Risk Director.  For more than the past twelve years, he has been a Managing Member of GWA Capital Partners, LLC, a registered investment adviser managing GWA Investments, LLC, a fund investing in various publicly traded securities.  Over the past seventeen years, Mr. Adams has served as an independent director on the boards of directors of Lone Star Steakhouse & Saloon, Mercer International, Exar Corporation and Vitesse Semiconductor.  HeAt these companies, he has held a variety of public company board positions, including lead director, audit committee chair and compensation committee chair.  He has spoken on corporate governance topics before such groups as the Council of Institutional Investors, the USC Corporate Governance Summit and the University of Delaware Distinguished Speakers Program. Mr. Adams providedprovides investment advice to various family officesprivate clients and currently invests his own capital in public and private equity transactions.  He has served as an advisor to James J. Cotter, Sr. and continues to provide professional advisory services to various enterprises now owned by either the Cotter Estate or the Cotter Trust.  Mr. Adams also provided services to a captive insurance company, owned in equal shares by Ellen M. Cotter, James J. Cotter, Sr. Estate orJr. and Margaret Cotter, that provided insurance for the James J. Cotter Sr. Trust.family agricultural activities.  Mr. Adams received his Bachelor of Science degree in Petroleum Engineering from Louisiana State University and his Masters of Business Administration from Harvard Graduate School of Business Administration.

Mr. Adams brings many years of experience serving as an independent director on public company boards, and in investing and providing financial advice with respect to investments in public companies.  In December 2017, Mr. Adams was recognized as a Governance Fellow for the National Association of Corporate Directors.   Mr Adams also serves as our Lead Technology and Cyber Risk Director and in 2018 completed the Cyber-Risk Oversight course presented by the National Association of Corporate Directors.

Dr. Judy Codding.  Dr. Judy Coddingwas elected to serve as has been a Director of theour Company onsince October 5, 2015. 2015, and currently serves as a member of our Compensation Committee.    Dr. Codding is a globally respected education leader.  She is currently, and has sinceFrom October 2010 been,until October 2015, she served as the Managing Director of “The System of Courses,” a division of Pearson, PLC (NYSE:PSO), a leadingthe largest education company providingin the world that provides education products and services to institutions, governments and direct to individual learners.  Prior to that time, and for more than the past five years, Dr. Codding served as the Chief Executive Officer and President of America’s Choice, Inc., which she founded in 1998, and which was acquired by Pearson in 2010.  America’s Choice, Inc. was a leading educational organizationeducation company offering comprehensive, proven solutions to the complex problems educators face in the era of accountability.  Dr. Codding has a Doctorate in Education from University of Massachusetts at Amherst and completed post–doctoralpostdoctoral work and served as a teaching associate in Education at Harvard University.University where she taught graduate level courses focused on moral leadership.  Dr. Codding serveshas served on various boards, including the Board of Trustees of Curtis School, Los Angeles, CA (2011 to present)(since 2011) and the Board of Trustees of Educational Development Center, Inc. (EDC) since 2012.   (since 2012).  Through family entities, Dr. Codding has been and continues to be involved in the real estate business in Florida (since    ) and the exploration of mineral, oil and gas rights in Maryland and Kentucky.

Dr. Codding brings to theour Board her experience as an entrepreneur, and as an author, advisor and researcher in the areas of leadership training and leadership decision making.

James J. Cotter, Jr. James J. Cotter, Jr. has been a Director of the Company since March 21, 2002, serving as Vice Chairperson from June 2007 until he was succeeded by Margaret Cotter on August 7, 2014.   Mr. Cotter, Jr. served as our President from June 1, 2013 through June 12, 2015 and as our Chief Executive Officer from August 7, 2014 through June 12, 2015.  He served as Chief Executive Officer of Cecelia Packing Corporation (a Cotter family-owned citrus grower, packer, and marketer) from July 2004 until 2013. Mr. Cotter, Jr. served as a Director to Cecelia Packing Corporation from February 1996 to September 1997 and as a Director of Gish Biomedical from September 1999 to March 2002. He was an attorney in the law firm of Winston & Strawn, specializing in corporate law, from September 1997 to May 2004. Mr. Cotter, Jr. is the brother of Margaret Cotter and Ellen M. Cotter.  Mr. Cotter, Jr. is a Co-Trustee of the James J. Cotter, Sr. Trust, which is the record owner of 696,080 shares of Class B Stock (representing 44.0% of such Class B Stock).  

James J. Cotter, Jr. brings to the Board his experience as a business professional and corporate attorney,decision-making as well as his many years ofher experience in and knowledge of, the Company’s business and affairs.   In addition, with his direct ownership of 859,286 shares of our Company’s Class A Common Stock and his position as Co-Trustee of the James J. Cotter, Sr. Trust, Mr. Cotter, Jr. is a significant stake holder in our Company. Further, depending on the outcome of ongoing litigation among members of the Cotter family, in the future Mr. Cotter, Jr. may be a controlling shareholder in the Company.    real estate business.

Margaret Cotter.  Margaret Cotter has been a Director of theour Company since September 27, 2002, and on August 7, 2014 was appointed Vice Chairperson of our Board.Board and currently serves as a member of our Executive Committee. On March 10, 2016, our Board appointed Ms. Cotter as Executive Vice President-Real Estate Management and Development-NYC, and Ms. Cotter became a full-time employee of our Company.  In this position, Ms. Cotter is responsible for the daily management of our live theater properties and operations, including the oversight of the day to day development process of our Union Square and Cinemas 1, 2, 3 properties and oversight of our Chicago and Pennsylvania real estate holdings.  Ms. Cotter is the owner and President of OBI, LLC (“OBI”), which, has, sincefrom 2002 until her appointment as Executive Vice President – Real Estate Management and Development- NYC, managed our live-theater operations.live theater operations under a management agreement and provided management and various services regarding the development of our New York theater and cinema properties.  Pursuant to the OBI management arrangement,agreement, Ms. Cotter also servesserved as the President of Liberty Theaters, LLC, the subsidiary through which we own our live theaters.  While she receivesThe OBI management fees through OBI,agreement was terminated with Ms. Cotter receives no compensationCotter’s appointment as Executive Vice President-Real Estate Management and Development-NYC. See Certain Relationships and Related Transactions, and Director Independence, below for her duties as President of Liberty Theaters, LLC, other thanmore information about the right to participate in our Company’s medical insurance program. Ms. Cotter, through OBI and Liberty Theaters, LLC, manages the real estate which houses each of our four live theaters in Manhattan and Chicago.  Based in New York, Ms. Cotter secures leases, manages tenancies, oversees maintenance and regulatory compliance of these properties and heads up the re-development process with respect to these properties and our Cinemas 1, 2 & 3.services provided by OBI.  Ms. Cotter is also a theatrical producer who has produced shows in Chicago and New York and in May 2017, due to other commitments, stepped down as a long-time board member of the League of Off-Broadway Theaters and Producers. She is a director of Cecelia Packing Corporation and, of a captive insurance company providing insurance for the Cotter family agricultural activities. Ms. Cotter, a former Assistant District Attorney for King’s County in Brooklyn, New York, graduated from Georgetown University and Georgetown University Law Center.  She is the sister of Ellen M. Cotter and James J. Cotter, Jr.  Ms. Margaret Cotter is a Co-Executor of her father’s estate, which is the record owner of 326,800 shares of Class A Stock and 427,808 shares of our Class B

Stock (representing 25.5% of such Class B Stock).  Ms. Margaret Cotter is also a Co-Trustee of the James J. Cotter Sr.Living Trust, which is the record owner of 1,897,649 shares of Class A Stock and 696,080 shares of Class B Voting Common Stock (representing an additional 44.0%41.4% of such Class B Stock).  , the Co-Trustee of the Cotter Foundation, which is the record owner of 102,751 shares of Class A Stock, and the Co-Trustee of the Cotter 2005 Grandchildren’s Trust, which is the record holder of 274,390 shares of Class A Stock.  Ms. Cotter also holds various positions in her family’s agricultural enterprises.  

Ms. Cotter brings to the Board her experience as a live theater producer, theater operator and an active member of the New York theatre community, which gives her insight into live theater business trends that affect our business in this sector.sector, and in New York and Chicago real estate matters.  Operating and overseeing thesethe daily oversight of our theater properties for over 16nineteen years, Ms. Cotter contributes to the strategic direction for our developments.  In addition, with her direct ownership of 804,173814,973 shares of Class A Stock and 35,100 shares of Class B Stock and her positions as Co-Executor of her father’s estate and Co-Trustee of the Cotter Trust, the Cotter Foundation, and the James J. Cotter Sr.Grandchildren’s Trust, Ms. Cotter is a significant stake holderstakeholder in our Company.



William D. Gould.  William D. Gould has been a Director of our Company since October 15, 2004 and has been a member of the law firm of TroyGould PC since 1986.  Previously, he was a partner of the law firm of O’Melveny & Myers.  We have from time to time retained TroyGould PC for legal advice.  Total fees paid to Mr. Gould’s law firm during 2014 were $41,642.    Mr. Gould is an author and lecturer on the subjects of corporate governance and mergers and acquisitions.

Edward L. Kane.  Edward L. Kane has been a Director of our Company since October 15, 2004.  Mr. Kane was also a Director of our Company from 1985 to 1998, and served as President from 1987 to 1988.  Mr. Kane currently serves as the Chairchair of our Compensation Committee, and until its functions were moved to the Audit Committee in May 2016, as chair of our Tax Oversight Committee and of our Compensation Committee.  He also serves as a member of our Executive Committee and our Audit Committee.  Mr. Kane practiced as a tax attorney for many years in New York and in California.    During the 1990s, Mr. Kane also served as the Chairman and CEO of ASMG Outpatient Surgical Centers in Southern California, and he served as a director of BDI Investment Corp., which was a regulated investment company, based in San Diego.  For over a decade, he was the Chairman of Kane Miller Books, an award-winning publisher of children’s books.  At various times during the past three decades, heMr. Kane has been Adjunct Professor of Law at two of San Diego’s law schools, most recently in 2008 and 2009 at Thomas Jefferson School of Law, and prior thereto at California Western School of Law.

In addition to his varied business experience, Mr. Kane brings to theour Board his many years as a tax attorney and law professor, which experience well-serves our Company in addressing tax matters.professor.  Mr. Kane also brings his experience as a past President of Craig Corporation and of Reading Company, two of our corporate predecessors, as well as his experience as a former member of the boards of directors of several publicly held corporations.

Douglas J. McEachern.  Douglas J. McEachern has been a Director of our Company since May 17, 2012 and2012. Mr. McEachern currently serves as the Chair of our Audit Committee, a position he has held since August 1, 2012.2012 and as a member of our Special Independent Committee. Mr. McEachern served on our Compensation Committee from May 14, 2016 to November 7, 2017.  He has served as a member of the Boardboard and of the Auditaudit and Compensation Committeecompensation committees for Willdan Group, a NASDAQNasdaq listed engineering company, since 2009.  From June 2011 until October 2015, Mr. McEachern is also the Chair of the boardwas a director of Community Bank in Pasadena, California and a member of its Audit Committee.  He also isaudit committee.  Mr. McEachern served as the chair of the board of Community Bank from October 2013 until October 2015, and until recently was a member of the Finance Committeefinance committee of the Methodist Hospital of Arcadia.  SinceFrom September 2009 to December 2015, Mr. McEachern has also served as an instructor of auditing and accountancy at Claremont McKenna College.  Mr. McEachern was an audit partner from July 1985 to May 2009 with the audit firm of Deloitte and& Touche, LLP, with client concentrations in financial institutions and real estate.  Mr. McEachern was also a Professional Accounting Fellow with the Federal Home Loan Bank board in Washington DC, from June 1983 to July 1985.  From June 1976 to June 1983, Mr. McEachern was a staff member and subsequently a manager with the audit firm of Touche Ross & Co. (predecessor to Deloitte & Touche, LLP).  Mr. McEachern received a B.S. in Business Administration in 1974 from the University of California, Berkeley, and an M.B.A. in 1976 from the University of Southern California.

Mr. McEachern brings to theour Board his more than 37forty years’ experience meeting the accounting and auditing needs of financial institutions and real estate clients, including our Company.  Company.  Mr. McEachern also brings his experience reporting as an independent auditor to the boards of directors of a variety of public reporting companies and as a board member himself for various companies and not-for-profit organizations.

Michael Wrotniak.  Michael Wrotniakwas elected to serve as has been a Director of theour Company onsince October 12, 2015.2015, and has served as a member of our Audit Committee since October 25, 2015, and as a member of our Compensation Committee since November 7, 2017.  Since 2009, Mr. Wrotniak has been the Chief Executive Officer of Aminco Resources, LLC (“Aminco”), a privately held international commodities trading firm.  Mr. Wrotniak joined Aminco in 1991 and is credited with expanding Aminco’s activities in Europe and Asia.  By establishing a joint venture with a Swiss engineering company, as well as creating partnerships with Asia-based businesses, Mr. Wrotniak successfully diversified Aminco’s product portfolio.  Mr. Wrotniak became a partner of Aminco in 2002.  Mr. Wrotniak has been for more than the past five years, a trustee of St. Joseph’s Church in Bronxville, New York, and is a member of the Board of Advisors of the Little Sisters of the Poor at their nursing home in the Bronx, New York since approximately 2004.  Mr. Wrotniak graduated from Georgetown University in 1989 with a B.S.B.AB.S. in Business Administration (cum laude).

Mr. Wrotniak is a specialist in foreign trade, and brings to theour Board his considerable experience in international business, including foreign exchange risk mitigation.

Attendance at Board

Please see footnote 14 of the Beneficial Ownership of Securities table for additional information regarding the Cotter Trust and Committee Meetingsthe Reading Voting Trust.

Meeting Attendance



During the year ended December 31, 2014,2017, our Board of Directors met seveneleven times.  The Audit Committee held fournine meetings and the Compensation Committee held threeten meetings. The Executive Committee did not hold any meetings while the Tax Oversight Committee held four meetings.in 2017.  Each Director attended at least 75% of these Board meetings and at least 75% of the meetings of all committees on which he or she served.

Indemnity Agreements

We currently have indemnity agreements in place with eachencourage, but do not require, our Board members to attend our Annual Meeting.  All of our currentincumbent Directors and senior officers, as well as certainattended the 2017 Annual Meeting of the Directors and senior officers of our subsidiaries.  Under these agreements, we have agreed, subject to certain exceptions, to indemnify each of these individuals against all expenses, liabilities and losses incurred in connection with any threatened, pending or contemplated action, suit or proceeding, whether civil or criminal, administrative or investigative, toStockholders.



which such individual is a party or is threatened to be made a party, in any manner, based upon, arising from, relating to or by reason of the fact that such individual is, was, shall be or has been a Director, officer, employee, agent or fiduciary of the Company.

Compensation of Directors

During 2014,2017, we paid our non-employee directors $35,000 per year. This amount was increased to $50,000Directors  a combination of (a) base annual cash fees  for service as Directors; (b) base and special fees for service as members of standing and special committees; (c) base cash fees for service as chairs of committees and (d) equity compensation for service as Directors  in 2015.  We pay the Chairmanform of our Audit Committee an additional $7,000 per year, the Chairman of our Compensation Committee an additional $5,000 per year, the Chairman of our Tax Oversight Committee an additional $18,000 per year and the Lead Independent Director an additional $5,000 per year.    

During 2014 we paid an additional one-time fee of $5,000 torestricted stock units, each of Messrs. Adams, Gould, McEachern and Kane and an additional one-time fee of $10,000 to Mr. Storey.  Messrs. McEachern and Storey also each received an additional $6,000 for their additional committee work.  In 2015 we paid an additional one-time fee of $25,000 to each of Messrs. Adams, Gould, McEachern and Kane and an additional one-time fee of $75,000 to Mr. Storey.  These fees were awardedwhich are set forth in each casemore detail below in recognition of their service on our Board and Committees.the “Director Compensation Table.”

Upon joining our Board, new Directors have historically received immediately vested five-year stock options to purchase 20,000 shares of our Class A Stock at an exercise price equal to the market price of the stock at the date of grant.  Initial grants to be made to Ms. Codding and Mr. Wrotniak, our recently appointed Directors, are being reviewed by our Compensation Committee.  Commencing January 15, 2015, each of our non-employee Directors will receive an additional annual grant of stock options to purchase 2,000 shares of our Class A Stock.  The award will be on January 15 of the applicable year, will be for a term of five years, have an exercise price equal to the market price of Class A Stock on the grant date and be fully vested immediately upon grant.

Director Compensation Table

The following table sets forth information concerning the compensation to persons who served as our non-employeenon‑employee Directors during 20142017 for their services as Directors.