October 13, 2017

READING INTERNATIONAL, INC.
5995 Sepulveda Boulevard,189 Second Avenue, Suite 300
Culver City, California 902302S, New York, New York 10003

PROXY STATEMENT

Virtual Annual Meeting of Stockholders
Tuesday, November 7, 20172:00 p.m., EASTERN Time: THURSDAY, December 15, 2022

Registration Deadline for Participation in Our Virtual Annual Meeting

5:00 p.m., Eastern Time: Friday, December 9,  2022

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 20172022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held in a virtual format via the Internet on Tuesday, November 7, 2017,Thursday, December 15, 2022, commencing at 11:2:00 a.m.p.m., local time, at the Courtyard by Marriott Los Angeles Westside, located at 6333 Bristol Parkway, Culver City, California 90230, andEastern Time, 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 October 13, 2017.

At our Annual Meeting, you will be asked to (1) elect eight Directors to our Board of Directors (the “Board”) to serve until the 2018 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (2) approve, on a non-binding, advisory basis, the executive compensation of our named executive officers; (3) recommend, by non-binding, advisory vote, the frequency of votes on executive compensation; (4) approve an amendment to increase the number of shares of common stock issuable under our 2010 Stock Incentive Plan from 302,540 shares back up to its original reserve of 1,250,000 shares; and (5) act on any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Ellen M. Cotter and Margaret Cotter, Co-Executors of their father’s (James J. Cotter, Sr.) estate (the “Cotter Estate”) and Co-Trustees of a trust (the “Cotter Trust”) established for the benefit of his heirs, together, have sole or shared voting control over an aggregate of 1,123,888 shares or 66.9% of our Class B Stock, which is the only class of our common stock with voting power.  Ellen M. Cotter and Margaret Cotter have informed our Board that their brother, James, J. Cotter, Jr. (“Mr. Cotter, Jr.”), is taking the position that under the trust document currently governing the Cotter Trust, they are obligated to vote to elect him to our Board, even though he has not been nominated by our Board.   As previously disclosed in our Company’s Report on Form 8-K dated September 6, 2017, the California Superior Court has tentatively ruled that the amendment to the Cotter Trust (the “2014 Amendment”), which included certain language relating to the appointment of Ellen M. Cotter, Margaret Cotter and Mr. Cotter, Jr., to our Board, is invalid.   However, that ruling is at this point in time only tentative and not binding on the parties or the Superior Court.   Accordingly, Ellen M. Cotter and Margaret Cotter have advised our Board that, unless further action is taken by the Superior Court regarding their obligations under the 2014 Amendment, they currently intend to present at the Annual Meeting two stockholder proposals, the first, to amend our Company’s Bylaws to increase the number of directors to nine (9) directors, and, the second, to elect Director Mr. Cotter, Jr. as a director of the Company. 

The Board understands that Ellen M. Cotter and Margaret Cotter have separate obligations as Co-Executors of the Cotter Estate and Co-Trustees of the Cotter Trust.   The above-referenced stockholder proposals that Ellen M. Cotter and Margaret Cotter currently intend to take solely in such roles do not diminish the Board’s continuing support of them in their director and executive officer capacities.

As of September 21, 2017,October 26, 2022, the record date for theour Annual Meeting (the “Record Date”), there were 1,680,590 shares of our Class B Voting Common Stock (“Class B Stock”) outstanding.outstanding, held by 185 stockholders of record. 

When proxies are properly executed and received, the shares represented thereby will be voted at theour Annual Meeting in accordance with the directions noted thereon. 

Our Proxy Statement and Annual Report are both available free of charge at https://investor.readingrdi.com and at www.envisionreports.com/RDI.

Our Annual Meeting will be hosted on www.meetnow.global/MDGHUGH (“Annual Meeting Website”).

ABOU

T THEABOUT our virtual ANNUAL MEETING AND VOTING

How do I register to Participate in the Virtual Annual Meeting?

Why am I receiving these proxy materials?

This Proxy Statement is being sentOur Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast on our Annual Meeting Website.  You are entitled to allparticipate in our Annual Meeting only if you were a registered Class B Stock stockholder (i.e., you hold your shares through our transfer agent, Computershare, Inc.)  of our stockholders of recordCompany as of the close of business on September 21, 2017, by Reading’s Boardthe Record Date, October 26, 2022,  or if you are the beneficial owner of shares and your shares are held in the name of an intermediary, such as a bank, broker, trust, agent or other nominee (a “Nominee”), you have received a valid proxy from that Nominee to solicitvote such shares at our Annual Meeting.   Only the proxy of holders of our Class B Stock or of proxies to be votedvote Class B Stock, may vote at, Reading’s 2017make nominations at or bring matters before our Annual Meeting. 

If you were a registered stockholder of Class B Stock on the Record Date, you do not need to register to participate in our Annual Meeting whichas you will be automatically pre-registered by Computershare, Inc.  Please visit our Annual Meeting Website and follow the instructions on the accompanying proxy card if you are a holder of Class B Stock.    

If you were a beneficial owner, and your shares are held in the name of a Nominee, you should receive from your Nominee a voting instruction form (also known as a “VIF”), if you are the record owner of Class B Stock.  Please follow the instructions on Tuesday, November 7, 2017,your VIF. 

If you are a beneficial owner of Class B Stock and your shares are held in the name of a Nominee, you must register in advance to participate in our Annual Meeting.  To register you must submit proof of your proxy power (a  valid proxy), reflecting your stock holdings along with your name and email address to Computershare directly.  Requests for registration must be labeled as  a “Legal Proxy” and must be received no later than 5:00 p.m., Eastern Time, on Friday, December 9, 2022. Filling in and returning the VIF will not by itself register you to attend our Annual Meeting.  Even if you fill in and return the VIF, you will still need to separately register.  Beneficial owners of Class B Stock holding valid proxies will have the same rights to participate in, nominate directors, and bring matters before and vote at 11:00 a.m. local time,our Annual Meeting as stockholders of record, but only to the extent that such valid proxy specifically grants such rights.  For convenience, when we make reference to “Stockholders” in these materials, we mean both Class B Stock stockholders of record as of the Record Date, and holders of duly labeled “Legal Proxies” (to the extent rights to participate in, nominate directors, and bring matters before and vote at our Annual Meeting have been granted to such holder by such valid proxy).  Your Nominee should have available for your use a form of “Legal Proxy.”

You will receive a confirmation of your registration by email after Computershare receives your proxy registration materials.  Please visit our Annual Meeting Website and follow the instructions on the proxy card or your VIF to access our Annual Meeting on the Internet.

Requests for registration should be directed to us at the Courtyard by Marriott Los Angeles Westside, located at 6333 Bristol Parkway, Culver City, California 90230.following:

By E-mail: 

Forward the email from your broker, or attach an image of your valid Legal Proxy, to legalproxy@computershare.com.

By mail:

Computershare, Inc.

Reading International, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser.  

Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting.

We encourage you to access the meeting prior to the start time to allow time to resolve any technical issues that you might experience with logging in or participating in our Annual Meeting arise.  Live technical support will be available if you have any problems accessing our Annual Meeting Website.  For further assistance should you need it you may call 1-888-724-2416.

What items of business will be voted on at theour Annual Meeting?

There are fourthree items of business scheduled to be voted onconsidered for a vote at the 2017our Annual Meeting:

We will also consider any other business that may properly come before theour Annual Meeting or any adjournments or postponements thereof, including approving any such adjournment, if necessary.

Ellen M. Cotter and Margaret Cotter have advised our Board of Directors that they currently intend to present at the meeting two stockholder proposals, one, to amend our Company’s Bylaws to increase the number of directors to nine (9) directors, and, the second, to nominate Director James J. Cotter, Jr. as a director of the Company to fill the resulting vacancy.  Due to the fact that Ellen M. Cotter and Margaret Cotter control 66.9% of our Company’s Class B Stock in their capacities as Co-Executors of the Cotter Estate and as Co-Trustees of the Cotter Trust, they have sufficient voting power to pass their proposals without the support of any other holder of our Class B. Stock.  The Board's recommendation for the election of its nominees is not changed as a result of the two stockholder proposals.thereof. 

How does theour Board of Directors recommend that I vote?

Our Board recommends that you vote:

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

Other than the items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at theour 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 our Annual Meeting, unless you indicate to the contrary on such proxy. 

How will the meeting be conducted and how do I participate?

As a corporation organized under the laws of the State of Nevada, our Company is subject to the Nevada corporation laws codified in Chapter 78 of the Nevada Revised Statutes (2021) (the “Nevada Corporation Law”).  The Nevada Corporation Law provides for the conduct of virtual meetings, and your remote participation at such a meeting via the procedures described in these materials is considered to be “participation” at that meeting for purposes of establishing a quorum, for voting and for all other purposes.  The Nevada Corporation Law also requires that we verify the identity of each person participating through such means, and provide stockholders a reasonable opportunity to participate in the meeting, to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings.  In order to satisfy these requirements, we have adopted certain registration requirements and communication provisions as further described in these materials.  

As an initial step, in order to participate in our Annual Meeting, you will need to register in advance of the meeting if you did not hold your shares of record at October 26, 2022, and were therefore not automatically pre-registered by Computershare.  If your shares are held in the name of a Nominee, please make sure to follow the instructions in the section above – How do I Register to Participate in the Virtual Annual Meeting - in order to register for our Annual Meeting.  We have adopted this registration procedure in order to assure the integrity of our Annual Meeting and the voting that takes place at that meeting and to comply with the Nevada Corporation Law.    All registered participants will be able to participate in our Annual Meeting webcast, ask a question and, if they are the record holders of Class B Stock (or of valid proxies to vote Class B Stock) to vote online.

In accordance with our Bylaws, Margaret Cotter, as the Chair of the Board, will be the Presiding Officer of our Annual Meeting.  S. Craig Tompkins has been designated by the Board to serve as Secretary for our Annual Meeting.

Ms. Margaret Cotter, Ms. Ellen Cotter, our President and Chief Executive Officer, and other members of management may address participants following our Annual Meeting.  Stockholders desiring to pose questions to our management are encouraged to send their questions to us, care of the Secretary of our Annual Meeting, in advance of our Annual Meeting, so as to assist our management in preparing appropriate responses and to facilitate compliance with applicable securities laws. Questions may be submitted to us in advance via email at 2022AnnualMeeting@ReadingRDI.com or during the course of our Annual Meeting using the log-in and meeting text procedure.

The Presiding Officer has broad authority to conduct our 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, which rules will be posted to our Annual Meeting Website.  These rules reflect the fact that there will be no physical meeting, and that stockholder communications during the meeting will need to be by text rather than orally.  The Presiding Officer may exercise broad discretion in responding to such texts and in communicating such texts with other participants at the meeting.  In light of the need to conclude our Annual Meeting within a reasonable period of time, there can be no assurance that every Stockholder who wishes to communicate with us

during the meeting will be able to do so or that every question will be answered.  The Presiding Officer has authority, in her discretion, to recess or adjourn our Annual Meeting at any time.  Only Stockholders are entitled to participate in and address our Annual Meeting.  Any questions or disputes as to who may or may not participate in and address our Annual Meeting will be determined by the Presiding Officer.

Only such business as shall have been properly brought before our 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, (i) by or at the direction of the Chair, or our Board, or (ii) by a Stockholder. 

Whether or not you have previous experience registering to participate in virtual annual meetings, we encourage you to register as soon as possible, so as to allow time to take corrective action prior to the Registration Deadline in the event any issues should arise as to your registration.  Also, if you are not the record holder of your Class B Stock, then you will need to obtain a valid proxy from the record holder of such Class B Stock in order to vote such shares electronically at our Annual Meeting, to nominate candidates to run for director and/or to bring non-agenda matters before the meeting.  Beneficial owners will be permitted to participate in the meeting but as noted above, in order to vote any Class B Stock that they may beneficially own, they will need to obtain from the record holder a valid proxy to vote such shares. 

If you register to participate in our Annual Meeting, you will be provided with a control number and a unique link that will allow you to log-in to our Annual Meeting and to receive streaming audio and video of the meeting.  Upon completing your registration, you will receive further instructions via email.  Please be sure to follow the instructions found on your proxy card or VIF and the subsequent instructions that will be delivered to your email approximately one (1) hour prior to the start of our Annual Meeting.  Stockholders will be able to log into the meeting approximately 15 minutes prior to the start of the meeting.  This log-in process will likely not be instantaneous, so please allow a reasonable amount of time to log-in prior to the scheduled 2:00 p.m. Eastern Time commencement time for our Annual Meeting.

Once logged-in, you will be able to text questions or other communication to the Secretary of the Meeting (the “Meeting Text Function”).  Any Class B Stockholder wishing to nominate a candidate for election to our Board, in addition to the candidates nominated by our Board, to comment on a matter before the meeting, or to bring a new matter before the meeting may do so using this Meeting Text Function.  Note, the nomination of an individual to stand for election as a director will require (i) a second (which may also be provided by using the Meeting Text Function  by any other Class B Stock Stockholder registered to participate in the meeting) and, (ii) prior to the stockholder vote, receipt by the Secretary of the Meeting of the signed consent of such nominee to stand for election and an undertaking by such nominee to serve as a director if so elected.  As customary with our physical annual meetings, no recording of the meeting will be permitted.  By registering for and participating in our Annual Meeting you are agreeing not to make any such recording.

Am I eligible to vote?

You may vote your shares of Class B Stock at theour Annual Meeting if you were a holder of record of Class B Stock on the Record Date.  If, on the Record Date, your shares were held not in your name, but rather in an account at a Nominee, then you are the close of business on September 21, 2017.  Your“beneficial owner,” and you have the right to direct your Nominee regarding how to vote the shares of Class B Stockin your account.  As a beneficial owner, you are entitledinvited to one vote per share.  At that time, there were 1,680,590 shares of Class B Stock outstanding, and approximately 325 holders of record.  Each share of Class B Stock is entitled to one vote on each matter properly brought before theparticipate in our Annual Meeting.

What  However, if I own Class A Nonvoting Common Stock?

If you doare not own any Class B Stock, thena stockholder of record, you have received this Proxy Statement onlymay not participate in,  vote your shares, nominate candidates to run for director and/or bring non-agenda matters before our Annual Meeting, unless you obtain a valid proxy from your information.  You and other holders 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.Nominee.

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 andthe proxy materials and/or multiple proxy cards or voting instruction cards.(or VIFs).  For example, if you hold your shares in more than one brokerage account, you may receive a separate noticeset of proxy materials or a separate voting instruction cardVIF 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 onea separate copy of this Proxy Statementthe proxy materials or more than onea separate proxy card.card under each name under which your shares are so registered.

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 voting instruction card(and/or VIF) that you receive or (ii) vote over the Internet or by telephone the shares represented by each noticeproxy card (and/or VIF) that you receive.  Alternatively, if you are a record owner or hold a valid proxy to vote such shares, you can vote your shares yourself, in whole or in part, electronically at our Annual Meeting.

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, agent 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, 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 personelectronically at the meeting.  If you choose to do so, you can vote electronically by participating in our Annual Meeting and using the ballotvoting function (the “Meeting Voting Function”) of the unique link provided at theto you after you log-in to our Annual Meeting.Meeting Website.  Even if you plan to attend theparticipate in our 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 attendparticipate in our Annual Meeting.  As a stockholder of record of Class B Stock, you are also entitled to nominate additional candidates for election to our Board and to bring before the meeting other matters proper for consideration by Stockholders at our Annual Meeting.

Beneficial Owner.  If you hold your shares of Class B Stock through a broker, bank or other nomineeNominee 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 or other nominee,Nominee, who is considered the stockholder of record with respect to those shares.  As the beneficial owner, while you are also invitedeligible to attend the Annual Meeting.  Because a beneficial owner is not the stockholder of record, you may not vote these sharesparticipate in person at theour Annual Meeting, unless you must first obtain a valid proxy from the broker, trustee or nominee that holds your shares,Nominee, giving you the right to vote the shares at the meeting.  Such proxy will also permit you to otherwise participate in our Annual Meeting. You will need to contact your broker, trustee or nomineeNominee to obtain a valid proxy and you will need to bring it to the Annual Meeting in order to vote in person.such shares using the Meeting Voting Function.  Unless provided with proxy authority, beneficial owners of Class B Stock are not entitled to nominate additional candidates for election to our Board or to bring before the meeting any other matters for consideration by Stockholders at our Annual Meeting.

How do I vote?

Proxies are solicited to give all holders of record of our Class B Stock who are entitled to vote on the matters that come before the Annual Meeting the opportunity to vote their shares, whether or not they attend theparticipate in our Annual Meeting in person.Meeting.  If you are a holder of record of shares of our Class B Stock as of the Record Date, you have the right to vote in personsuch shares at theour Annual Meeting. If you chooseBeneficial owners, who are not the record owners of Class B Stock, will need to do so, you can vote usingobtain a valid proxy from the ballot provided at the Annual Meeting.record holder of such shares.  Even if you plan to attend theparticipate in our 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 theor for any reason cannot participate in our Annual Meeting.  You can vote by oneusing any of the following manners:methods:

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 Inspector of Elections 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.

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

Shares held of record by a trust.  The trustee of a trust is entitled to vote the shares held by the trust, either by proxy or by attendingparticipating and voting in personelectronically at theour Annual Meeting.  If you are voting as a trustee, and are not identified as a record owner of the shares, then you mustmay need to 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.  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, 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 recordClass B Stockholder 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, theyour broker may notcannot 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.  However, allOnly Proposal 2, the Independent Auditor Ratification Proposal is a “routine proposal.”  All other matters contained in this Proxy Statement for submission to a vote of the stockholders are considered “non-routine.”  Therefore,Accordingly, if your shares are held in street name and if you do not give you broker non-votesinstructions as to how to vote, your broker will have no effectonly be able to exercise its discretion in the case of Proposal 2, and will not be permitted to vote on the vote of the matters included for submissionProposal 1 or Proposal 3 or any other matter to the vote of the stockholders.

What routine matters will be voted on atcome before the Annual Meeting?Meeting.

All of the proposals contained in this Proxy Statement

How are considered non-routine matters. Please instruct your bank or broker so your vote can be counted. 

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

Proxies that are voted to “withhold authority,” abstainauthority” or for which there is a broker non-vote“abstain” are included in determiningonly to determine whether a quorum is present.  If “withhold authority” or abstain“abstain” is selected with respect to the election of directors, then such votes will have no impact on the election of directors, as the five  (5) 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 underfor which approval by a majority of the votes cast byat the stockholders entitled to vote present in person or represented by proxymeeting is required (specifically, Proposal 2:2, the Independent Auditor Ratification Proposal; and Proposal 3, the Advisory Vote on Executive Officer Compensation Proposal, and Proposal 4: the Plan Amendment Proposal), then such a selection would similarly not have an effect on the vote, since a selection to “withhold authority” or abstain from casting a vote doesand “abstain” votes do not count as a votevotes cast on that matter. Likewise broker non-votes will have no effect on the vote of the matters included for submission to the vote of the stockholders, since broker non-votes are not counted as a vote cast on that matter.

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

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

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

Our Board is soliciting proxies for our Annual Meeting from our stockholders.  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.We do not intend to hire a proxy solicitor to assist in the solicitation of proxies. 

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

The names of stockholders of record entitled to vote at theour Annual Meeting will be available to persons registered to participate in our Annual Meeting at theour Annual Meeting and for ten days prior to theour Annual Meeting, at our corporate offices,Culver City office,  5995 Sepulveda Boulevard, Suite 300, Culver City, CA 90230 between the hours of 9:009.00 a.m. and 5:005.00 p.m., local time,Pacific Time, for any purpose relevantgermane to the Annual Meeting.  To arrange to view this list during the times specified above, please contact the Secretary of the Annual Meeting at (213) 235-2240.

What constitutes a quorum?

The presence in personby valid proxy or by proxyvirtual participation as provided in this Proxy Statement of the holders of record of a majority of our outstanding shares of Class B Stock entitled to vote will constitute a quorum at theour Annual Meeting.  Each share of our Class B Stock entitles the holder of record to one vote on all matters to come before theour Annual Meeting.

How are votes counted and who will certify the results?

First Coast Results,Computershare, 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,electronic votes, 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 Securities and Exchange Commission (the “SEC”)SEC within four business days following theour Annual Meeting.

What is the vote required for a Proposalproposal to pass?

Proposal 1 (the Election of Directors):  The five  (5) nominees for election as Directors at theour 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 Directors 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 of the 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.  We are advised by the holders of approximately 72% of the Class B Stock that they currently intend to vote “FOR” the election of each of the candidates nominated by our Board.  Accordingly, it is anticipated that each of these individuals will be elected.

Proposal 2 (the Executive CompensationIndependent Auditor Ratification Proposal):  This proposal requires the “FOR” vote of a majority of the votes cast in order to pass.  We are advised by the stockholders present in person or represented by proxy atholders of approximately 72% of the Annual Meeting and entitledClass B Stock that they currently intend to vote thereon“FOR” this proposal.  Accordingly, it is anticipated that the Independent Auditor Ratification Proposal will pass.

Proposal 3 (the Advisory Vote on Executive Officer Compensation Proposal):  This proposal requires the “FOR” vote of a majority of the votes cast in order to pass.    Because your vote is advisory, it will not be binding on theus, our Board of Directors or the Company.our Compensation and Stock Options Committee (the “Compensation Committee”).  However, the Board of Directorsand our Compensation Committee, as applicable, will review the voting results and take them into consideration when making future decisions and recommendations regarding executive compensation.

Proposal 3 (the Executive Compensation  We are advised by the holders of approximately 72% of the Class B Stock that they currently intend to vote “FOR” this proposal.  Accordingly, it is anticipated that the Advisory Vote Frequency Proposal)The option receiving the greatest number of votes – every one year, every two years or every three years – will be the frequency that stockholders approve. While your vote is advisory, and will not be binding on the Board of Directors or the Company, the Board has previously determined that it will in fact seek an annual advisory vote on Executive Compensation.Officer Compensation Proposal will pass.

Proposal 4 (the Plan Amendment Proposal) requires the “FOR” vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon in order to pass.

Only votes “FOR” on Proposal 1 (the Election of Directors) will be counted since directors are elected by plurality vote.  The five  (5) nominees receiving the highest total votes for the number of seats on the Board will be elected as directors.  Only votes “FOR” and “AGAINST” will be counted for Proposal 2 (the Independent Auditory Proposal) and Proposal 3 (the Advisory Vote on Executive Officer Compensation Proposal), Proposal 4 (the Plan Amendment Proposal), since abstentions and broker non-votes are not counted as votes cast.  Only votescast for “one year,” “two years” or “three years” on Proposal 3 (the Executive Compensation Vote Frequency Proposal) will be counted as votes cast on the matter.   Broker non-votes will not apply to anypurposes of the matters since the matters voted on by Stockholders are “non-routine” matters that brokers may not vote on unless voting instructions are received from the beneficial holder.these proposals.

Is my vote kept confidential?

Proxies, ballotselectronic votes 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

CORPORATE GOVERNANCE

Director Leadership Structure

Margaret Cotter is our Bylaws, Ellen M. Cotter, as the Chair of the Board will be the Presiding Officerand also serves as our Executive Vice President – Real Estate Management and Development.  Margaret Cotter has served as a director of the Annual Meeting.  S. Craig Tompkinsour Company since 2002.  Over that time, she has also been designated by the Board to serve as Secretaryresponsible for the Annual Meeting.

Ms. Cotter and other members of management will 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, 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 Chair, (2) our Board, or (3) holders of record of our Class B Stock.  At the appropriate time, any stockholder who wishes to address the Annual Meeting should do so only upon being recognized by the Presiding Officer.

CORPORATEGOVERNANCE

Director Leadership Structure

Ellen M. Cotter is our current Chair, Presidentdomestic live theatre properties and, Chief Executive Officer.  Ellen M. Cotter has been with our Company for approximately 20 years, focusing principally on the cinema operations aspectssince 2014, general oversight of our business.    Historically, except for a brief period immediately following the resignation for health reasons of our founder, Mr. James J. Cotter, Sr., we currently have combined the roles of the Chair and the Chief Executive Officer.east coast real estate.  At the present time, weour Board continues to believe that having a Board Chair who is also a senior executive officer of our Company is in the combinationbest interests of these rolesour Company and our stockholders.  This 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 Familyfamily (which currently controls over 70%approximately 72% of the voting power of our Company), serve as Chair, a leadership structure in which many of our stockholders have invested, (ii) recognizes the ongoing value of Margaret Cotter as the head of our east coast real estate operations, and also (iii) reflects the reality of our status as a “controlled company” under relevant NASDAQNasdaq Listing Rules.Rules, with Margaret Cotter having (i) sole voting control over 1,058,988 shares of our Class B Stock1,  and (ii) shared voting power with her sister, Ellen M. Cotter over an additional 100,000 shares of our Class B Voting Stock, for voting power equal to approximately 69% of our outstanding voting stock.

MargaretEllen M. Cotter is our current Vice-Chair and also serves as our Chief Executive ViceOfficer and President.  Prior to her appointment in 2015 as our Chief Executive Officer and President, – Real Estate Management and Development - NYC.  Margaret Cotter has been responsible forshe principally focused on the operationcinema operations aspects of our live theaters for more than 18 years and has for more thanbusiness, including the past 6 years been leading the re-developmentdevelopment of our New York properties.

various cinema assets.  Ellen M. Cotter has sole voting and dispositive power over 50,000 shares of our Class B Stock and shared voting power and dispositive power with her sister, Margaret Cotter, over an additional 100,000 shares of our Class B Stock.  In addition, Ellen M. Cotter is the direct owner of an additional 307,166.4 shares of Class B Stock, but has granted sole voting power   and, pending the negotiation and execution of a more definitive stockholders agreement between them, shared dispositive power to Margaret Cotter.

Margaret Cotter and Ellen M. Cotter each have a substantial stake in our business,Company, directly owning, directly 802,903respectively, as of the date of this Proxy Statement, 776,926 shares of Class A Stock and 50,000342,266.4 shares of Class B Stock, and 821,682 shares of Class A Stock and 357,166.4 shares of Class B Stock. In addition, Margaret Cotter and Ellen M. Cotter are the Co-Executors of the Estate of James J. Cotter, Sr. (the “Cotter Estate”) and Co-Trustees of the James J. Cotter, Sr. Living Trust (the “Cotter Living Trust”) which own respectively 326,800 and 1,163,649 shares of Class A Stock and, in the case of the Cotter Estate, 100,000 shares of Class B Stock.  Margaret Cotter likewise has a substantial stakeis, in our business, owning directly 810,284addition, the sole-trustee of the James J. Cotter Education Trust #1 which holds 84,956 shares of Class A Stock and 35,100 sharesthe designated trustee of Class B Stock.  Ellen M. Cotter and Margaret Cotter are the Co-Executors of the Cotter Estate and Co-Trustees of the Cotter Trust establisheda to-be formed trust for the benefit of his heirs.  Together, they have sole or shared voting control over an aggregate of 1,208,988 shares or 71.9% of our Class B Stock. 

Mr. Cotter, Jr., has previously asserted that he has the right to vote the Class B Stock held by the Cotter Trust.   However, on August 29, 2017, the Superior Court of the State of California for the County of Los Angeles entered a Tentative Statement of Decision (the "Tentative Ruling") in the matter regarding the Cotter Trust, Case No. BP159755 (the "Trust Litigation") inher children which it tentatively determined, among other things, that Mr. Cotter, Jr., is not a trustee of the Cotter Trust, and that he has no say in the voting of such Class B Stock.   Under the Tentative Ruling, however, Mr. Cotter, Jr., would still succeed to the position of sole trustee of the voting sub-trust to be established under the Cotter Trust to hold the Class B Stock owned by the Cotter Trust (and it is anticipated, the Class B Stock currently held by the Cotter Estate), in the event of the death, disability or resignation of Margaret Cotter from such positon. Under the governing California Rules of Court, the Tentative Statement of Decision does not constitute a judgment and is not binding on the Superior Court.  The Superior Court remains free to modify or change its decision.   It is uncertain as to when, if ever, the Tentative Ruling will become final, or the form in which it will ultimately be issued.

While the issue of Mr. Cotter, Jr.’s status as a trustee of the Cotter Trust is being finally resolved, the Company continues to believe, as stated in our prior proxy materials, 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 collectively constitute at least a majority of the Co-Trustees of the Cotter Trust.  Accordingly, the Company believes that Ellen M. Cotter and Margaret Cotter collectively have the power and authority to vote all of thefunded with 327,808 shares of Class B Stock (currently in held in the name of record by the Cotter Trust (41.4% ofEstate but not included in the shares of the Class B Stock entitled to vote at the Annual Meeting), which, when added to the other shares they report as being beneficially owned by them, will constitute 71.9% of theCotter Estate holdings described above) and 81,747.2 shares of Class B Stock entitled to vote at(currently held in the Annual Meeting.

Ellen M. Cotter and Margaret Cotter have informed the Board that they intend to vote the shares held byname of the Cotter Living Trust andbut not included in the Cotter Estate “FOR” each of the eight nominees named in this Proxy Statement for the Election of Directors under Proposal 1, “FOR” the Executive Compensation Proposal under Proposal 2, “One Year” for the Executive Compensation Vote Frequency Proposal under Proposal 3,Living Trust holdings described above).

Director Independence and “FOR” the Plan Amendment Proposal under Proposal 4.  In addition, Ellen M. Cotter and Margaret Cotter have advised our Board that they currently intend to present at the meeting two stockholder proposals, one, to amend the Company’s Bylaws to increase the number of directors to nine (9) directors, and, the second to nominate Director James J. Cotter, Jr. as a director of the Company to fill the resulting vacancy, and that they currently intend to vote the shares held by the Cotter Trust and the Cotter Estate in favor of both stockholder proposals.  As a result, passage of each of the proposals is assured.  The Board's recommendation for the election of its nominees is not changed as a result of the two stockholder proposals.

TheOur Company has elected to take advantage of the “controlled company” exemption under applicable listing rules of the NASDAQNasdaq Capital Stock Market (the “NASDAQ“Nasdaq Listing Rules”).  Accordingly, theour Company is exempted from the requirement to have an independent nominating committee and to have a board of directors composed of at least a majority of independent directors, as that term is defined in the NASDAQNasdaq Listing Rules and SEC Rules (“Independent Directors”).  We are nevertheless and to have an independent nominating committee and independent compensation committee.  Nevertheless, our Board has for many years had a majority of Independent Directors, is nominating a majority of Independent Directors for election to our Board.  Board this year and we have had an independent compensation committee for several years, as well.  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 to be independent: Guy Adams, Dr. Judy Codding, and Douglas McEachern.  Our Board annually reviews the independence of our directors.

____________________

1. Pursuant to an interim agreement between Margaret Cotter and Ellen M. Cotter,  Margaret Cotter has sole voting power and, pending the negotiation and execution of a more definitive stockholders agreement between, them shares dispositive power with her sister, Ellen M. Cotter, over 307,166.4 of the Class B Stock owned directly by Ellen M. Cotter.

We currently have an Audit and Conflicts Committee (the “Audit Committee”) and a Compensation and Stock Options Committee (the “Compensation Committee”), each composed entirely of Independent Directors.  William D. Gould serves as theHistorically, our Lead Independent Director among our Independent Directors (“Lead Independent Director”).  In that capacity, Mr. Gould chairs meetings of the Independent Directors (typically held as a separate part of board meetings) and acts as liaison between our Chair, President and Chief Executive Officer and President and our Independent Directors. Mr. Gould was recently recognized by the Nevada Supreme Court as an authority in the application of the “business judgment rule” as it relates to decisions of boards of directors in the Court’s decision in Wynn Resorts, Ltd. v. Eighth Judicial District Court, 133 Nev. Adv. Op, 52, 399 P.2d 334, (Nev. 2017) (the “Wynn Resorts Case”).  

We also currently have a four-member Executive Committee composed of our Chair, Vice-Chair, the Chairman of the Compensation Committee (Dr. Judy Codding) and Vice-Chairour Lead Technology and Messrs. GuyCyber Risk Director (Guy W. Adams and Edward L. Kane.Adams).  As a consequence of this structure, the concurrence of at least one non-management member of the Executive Committee is required in order for the Executive Committee to take action.

Our Board has (i) adopted a best practices charter for our Compensation Committee, (ii) adopted a best practices charter for our Audit Committee, (iii) completed, with the assistance of compensation consultants and outside counsel a  review of our compensation practices,(iv) adopted a Code of Business Conduct and Ethics, (v) adopted a Supplemental Insider Trading Policy restricting trading in our stock by our Directors and executive officers, (vi) adopted an Anti-Discrimination, Anti-Harassment and Anti-Bullying policy, (vii) updated our Whistleblower Policy, and (viii) adopted a Stock Ownership Policy, setting out minimum stock ownership levels for our directors and senior executives.  Under our Amended and Restated Supplemental Insider Trading Policy, our Directors and executive officers are restricted from engaging in certain forms of hedging transactions, such as zero-cost collars, equity swaps, prepaid variable forward contracts and exchange funds.

Since January 2021, our Compensation Committee’s independent compensation consultant, has been AON.   Prior to its appointment, the Compensation Committee concluded that AON was independent pursuant to SEC rules and the Nasdaq Listing Standards.

In recognition of the special risks involved with technology and cyber security, Director Guy W. 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 Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Information Officer 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.



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 theour 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.  Our Independent Directors are involved in the leadership structure of our Board by serving on our Executive Committee, our Audit Committee and our Compensation Committee, each of which has a separate independent Chair.  Nominations to our Board for the Annual Meeting were made by our entire Board, consistingBoard.  Each of a majoritythe nominees received the unanimous vote of Independent Directors. 

We encourage, but do not require, our Board members to attend our Annual Meeting.  All of our nine incumbent Directors attended the 2016 Annual Meeting of Stockholders.  

Since our 2015 Annual Meeting of Stockholders, we have (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.  Last year we adopted a new Code of Business Conduct and Ethics, and a Supplemental Insider Trading Policy restricting trading in our stock by ourIndependent Directors and executive officers and updated our Whistleblower Policy.  Earlier this year, we adopted a Stock Ownership Policy, setting out minimum stock ownership levels for our directors and senior executives. each such nominee abstained with respect to his or her own nomination.

Management Succession:  Appointment of Ellen M. Cotter as our President and Chief Executive Officer.

On August 7, 2014, James J. Cotter, Sr., our then controlling stockholder, Chair and Chief Executive Officer, resigned from all positions at our Company, and passed away on September 13, 2014.  Upon his resignation, Ellen M. Cotter was appointed Chair, Margaret Cotter, her sister, was appointed Vice Chair and James Cotter, Jr., her brother, was appointed Chief Executive Officer, while continuing his position as President.

On June 12, 2015, the Board terminated the employment of James J. Cotter, Jr. as our President and Chief Executive Officer, and appointed Ellen M. Cotter to serve as the Company’s interim President and Chief Executive Officer.  The Board established an Executive Search Committee (the “Search Committee”) initially composed of Ellen M. Cotter, Margaret Cotter, and Independent Directors William Gould and Douglas McEachern, and retained Korn/Ferry International (“Korn Ferry”) to evaluate candidates for the Chief Executive Officer position.  Ellen M. Cotter resigned from the Search Committee when she concluded that she was a serious candidate for the position.  Korn Ferry screened over 200 candidates and ultimately presented six external candidates to the Search Committee.  The Search Committee evaluated those external candidates and Ellen M. Cotter in meetings in December 2015 and January 2016, considering numerous factors, including, among others, the benefits of having a President and Chief Executive Officer who has the confidence of the existing senior management team, Ms. Cotter’s prior performance as an executive of the Company and her performance as the interim President and Chief Executive Officer of the Company, the qualifications, experience and compensation demands of the external candidates, and the benefits and detriments of having a Chair, President and Chief Executive Officer who is also a controlling stockholder of the Company.  The Search Committee recommended the appointment of Ellen M. Cotter as permanent President and Chief Executive Officer and the Board appointed her on January 8, 2016, with seven Directors voting yes, one Director (James J. Cotter, Jr.) voting no, and Ellen M. Cotter abstaining.  

Ellen M. Cotter serves as our President and Chief Executive Officer at the pleasure of our Board and is an employee “at will” with no guaranteed term of employment.  

Potential Impact of Trust Litigation Regarding Your Vote.

While our Company is not a party to the Trust Litigation, the rulings of the Superior Court in that case could have a potential material impact upon the control our Company, the future composition of our Board and senior executive management team and our Company’s continued pursuit of the Strategic Plan articulated in our various filings with the SEC, at our prior stockholder meetings, and at analyst presentations.   To date, the Superior Court has accepted our submissions and allowed us to be involved in the Trust Litigation, 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 Litigation, and we are advised that it is unlikely that we would have standing to pursue an appeal.

In its Tentative Ruling, the Superior Court invalidated the amendment to the Cotter Trust signed by Mr. Cotter, Sr., on June 19, 2014 (the “2014 Amendment”) and stated the Superior Court’s determination to appoint a temporary trustee ad litem to obtain offers for the Class B Stock held by the Cotter Trust.  Under the governing California Rules of Court, the Tentative Ruling does not constitute a judgment and is not binding on the Superior Court.  The Superior Court remains free to modify or change its decision.  It is uncertain as to when, if ever, the Tentative Ruling will become final, or the form in which it will ultimately be issued.  

As to the invalidation of the 2014 Amendment, as mentioned above, if the Tentative Ruling becomes final, Mr. Cotter, Jr.’s claim that he has any right, power or authority to vote the approximately 41.4% of the Class B Stock held by the Cotter Trust will be resolved by placing sole voting control in the hands of Margaret Cotter over the voting trust (the “Cotter Voting Trust”) to be established under the Cotter Trust to hold the Class B Stock currently held by the Cotter Trust and, it is anticipated, the approximately 25.5% of the Class B Stock currently held by the Cotter Estate.  It will also invalidate the provision of the 2014 Amendment requiring the Trustee of the Cotter Voting Trust to vote to elect Mr. Cotter, Jr. to our Company’s Board.

As discussed in more detail below, our Board did not re-nominate Mr. Cotter, Jr., for election to our Board, and has instead reduced the size of our Board from nine (9) to eight (8) members, effective upon completion of the election at our upcoming Annual Meeting.   Due to (1) the uncertainty due to the tentative nature of the ruling as to whether or not Ellen M. Cotter and Margaret Cotter, acting as Trustees of the Cotter Trust, would be required to seek appointment of Mr. Cotter, Jr., to the Board, (2) the lack of sufficient time to complete reasonable due diligence on potential candidates for such position, and (3) the difficulty in recruiting potential candidates due to Mr. Cotter, Jr.’s proclivity to sue new directors, the determination was made not to attempt to recruit a new director to our Board at this time, and, instead, the Board  reduced the size of our Board from nine (9) members to (8) members effective as of completion of the vote on the election of our Board at our upcoming Annual Meeting.

Ellen M. Cotter and Margaret Cotter have informed our Board that Mr. Cotter, Jr., is taking the position that under the 2014 Amendment, they are obligated to vote to elect him to our Board, even though he has not been nominated by our Board.   As also noted above, the California Court has tentatively found the 2014 Amendment to be invalid.  However, as that ruling is at this point in time only tentative and not binding on the parties or the Superior Court, Ellen M. Cotter and Margaret Cotter have advised our Board that, unless further action is taken by the Superior Court, they currently intend to present at the meeting two stockholder proposals, the first, to amend our Company’s Bylaws to increase the number of directors to nine (9) directors, and, the second, to nominate Director Mr. Cotter, Jr. as a director of the Company to fill the resulting vacancy.  Ellen M. Cotter and Margaret Cotter have further advised that they are not recommending the amendment of the Bylaw or the election of Mr. Cotter, Jr., to any other stockholder and that they will not be soliciting proxies in support of such proposals.   However, as they control 66.9% of our Class B Stock in their capacities as Co-Executors and Co-Trustees, they have sufficient voting power to amend the Bylaws and to elect Mr. Cotter, Jr., to our Board without the support of any other holder of our Class B Stock.   If for some reason, the size of the Board were not to be increased from 8 to 9 members, then Ellen M. Cotter and Margaret Cotter would still have the power to unilaterally elect Mr. Cotter, Jr., to the Board with the result that one of the eight individuals nominated by the Board would not be elected.  However, our Board does not believe that this result is likely.

As to the appointment of a trustee ad litem, under the Tentative Ruling, the trustee ad litem would have no right, power or authority to effect, or to bind the Cotter Trust to effect, any sale of the Class B Stock held by the Cotter Trust.  As we are advised by counsel that a court hearing would 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 2017 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 Trust, they intend to be the buyers of such shares.

As previously announced, on August 7, 2017, our Board of Directors appointed 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 our Company directly or indirectly involving, responding to or relating to any potential change of control transaction relating to a sale by the Cotter Trust of its holdings of Class B Stock.  The Special Independent Committee will be reviewing the scope and implications of the Tentative Ruling and, consistent with its delegated authority, working to protect the best interests of our Company and stockholders ingeneral. Directors Judy Codding, William Gould and Douglas McEachern have been appointed to serve on this Special Independent Committee.

Board’sBoard’s Role in Risk Oversight 

Our management is responsible for the day-to-day management of risks we face as a Company,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 Readingour Company 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 theour 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 theour Company’s business by the Audit Committee and the Compensation Committee with input from the Lead Technology and Cyber Risk 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 theour 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 Directors is held by an individual, a group, or another company.  As of the date of this Proxy Statement, Chair Margaret Cotter holds sole voting power over 1,058,988 shares of our Class B Stock, representing 63% of such shares outstanding.    Together, Chair Margaret Cotter and Vice-Chair Ellen M. Cotter and Margaret Cotter beneficially ownhave voting power, as of the Record Date, over 1,208,988 shares, or 71.9%representing approximately 72% of our outstanding Class B Stock.  Our Class A Stock does not have voting rights. Under applicable Nevada Law the holders of shares representing 2/3rds of the outstanding voting stock can, either by written consent or at a meeting, remove any and all directors. Based on advice of counsel, our Board has determined that the Company is therefore a “controlled company” within the NASDAQNasdaq Listing Rules.

After reviewing the benefits and detriments of taking advantage of the exemptions to certain corporate governance rules available to a “controlled company” as set forth in the NASDAQNasdaq Listing Rules, our Board has determined to take advantage of those exemptions.  In reliance on a “controlled company” exemption, the Company does not maintain a separate standing Nominating Committee.  The Company nevertheless at this time maintains a Board composed of a majority of Independent Directors, a fully independentand an Audit Committee and a fully independent Compensation Committee each composed entirely of Independent Directors and has no present intention to vary from that structure.  Our Board, consisting of a majority of Independent Directors, approved each of the nominees for our 20172022 Annual Meeting.  See “Consideration and Selection of the Board's Director Nominees,” below.

Until earlier this year, there was ongoing litigation seeking the potential sale of all or substantially all of the approximately 67%  of the Class B Stock held then by the Cotter Living Trust and the Cotter Estate.  That litigation has now been resolved,  such efforts to cause a sale of such shares have been ended, and the heirs of James J. Cotter, Jr. (deceased) having received certain consideration in exchange for all of their right, title and interest in such shares.  The holdings of Margaret Cotter and Ellen M. Cotter described in this Proxy Statement reflect the implementation of the agreements reached between the parties in settlement of that litigation.

BoardBoard Committees

Our Board has a standing Executive Committee, Audit Committee, and Compensation Committee.  Our Board has also appointed a Special Independent Committee as discussed above.   The Tax Oversight Committee has been inactive since November 2, 2015 in anticipation that its functions would be moved to the Audit Committee under its new charter.  That new charter was approved on May 5, 2016.  These committees other than the Tax Oversight Committee, are discussed in greater detail below.

Executive Committee.  Our Executive Committee operates pursuant to a resolution adopted by our Board and is currently composed of Ms. Ellen M. Cotter, Ms.Director Guy W. Adams, who serves as Chair, Dr. Judy Codding, who serves as Chair of the Compensation Committee, Chair Margaret Cotter, and Messrs. Guy W. Adams and Edward L. Kane.Vice-Chair Ellen M. Cotter.  As a consequence of this structure, the concurrence of at least one non-management member of the Executive Committee is required in order for the Executive Committee to take action.    Pursuant to 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

Lead Independent Director.  Until May 2021, the role of Lead Independent Director was held fiveby Director Edward L. Kane who served as a director of our Company from 2004 until his retirement effective May 19, 2021.  Thereafter, Director Michael Wrotniak served as our Lead Independent Director, until the end of his term in December 2021.  Director Doug McEachern currently serves as our Lead Independent Director.    Historically, our Lead Independent Director chairs meetings during 2016.of the Independent Directors (typically held as a separate part of many of our board meetings) and acts as liaison between our Chair and our Independent Directors.

Audit Committee.  TheOur Audit Committee operates pursuant to a Charter adopted by our Board thatits charter which is available on our website at http:https://www.readingrdi.com/Committee-Charters.investor.readingrdi.com/governance/governance-documents/default.aspx. The Audit Committee reviews, considers, negotiates and approves or disapproves related party transactions (see the discussion in the section entitled “Certain Relationships and Related Party Transactions” below).  In addition, 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, and (iii) reviewing with the independent auditors the findings of their audits.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 composed entirely of 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.Director 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 composed of Mr.Director McEachern, who serves as Chair, Mr. Edward L. KaneDirector Dr. Judy Codding and Mr. Michael Wrotniak.  The Audit Committee held twelve meetings during 2016.Director Guy Adams. 

Compensation Committee.  Our Board has established a standing Compensation Committee consisting of our three of our(3) Independent Directors, and is currently composed of Mr. Edward L. Kane,Directors.    Director Dr. Judy Codding, who serves as Chair, Dr. Judy CoddingDirector Guy Adams and Mr.Director Douglas McEachern.  Mr. Adams served through May 14, 2016.  As a controlled“controlled company,” we are exempt from the NASDAQNasdaq Listing Rules regarding the determination of executive compensation solely by Independent Directors.independent directors, who additionally meet the heightened independence requirements specific to compensation committee members.  Notwithstanding such exemption, we adopted a Compensation Committee charter on March 10, 2016 requiring our Compensation Committee members to meet the independence rules and regulations of the SEC and the NASDAQ Stock Market.  As a part of the transition to this new compensation committee structure, the compensation for 2016 of the President, Chief Executive Officer, all Executive Vice Presidents, all Vice Presidents and all Managing Directors was reviewed and approved by the Board at that March 10, 2016 meeting.

TheNasdaq.  Our Compensation Committee charter is available on our website at http:https://www.readingrdi.com/charter-of-our-compensation-stock-options-committee/.  The Compensation Committee evaluates and makes recommendationsinvestor.readingrdi.com/governance/governance-documents/default.aspx. 

Pursuant to the full Board regarding the compensation of our Chief Executive Officer.  Under its Charter,charter, the Compensation Committee has delegated authority to establish the compensation for all executive officers, other thanincluding the President and Chief Executive Officer; provided thatOfficer and President. However, pursuant to the charter, compensation decisions related to membersEllen Cotter or Margaret Cotter are subject to review and approval by the Board, so our Compensation Committee makes recommendations for Ellen Cotter and Margaret Cotter, subject to the approval of the Cotter Family 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 six meetings during 2016.

ConsiderationConsideration and Selection of the Board’s Director Nominees

The Company has elected to take the “controlled company” exemption under applicable NASDAQNasdaq Listing Rules.  Accordingly, the Company does not maintain a standing Nominating Committee.  Our Board, consisting of a majority of Independent Directors, approved each of the Board nominees for our 20172022 Annual Meeting.

Our Board does not have a formal policy with respect to the consideration of Director candidates recommended by our stockholders.  No non-Director stockholder has, in more than the past ten years,decade, 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 Class B stockholders.  In light of the facts that (i) we are a controlled company“controlled company” under the NASDAQNasdaq 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 Class B stockholders, our Board believes there is no need for a formal policy with respect to Director nominations.

Our Board will consider nominations from our stockholders, provided written notice is delivered to the Secretary of the Annual Meeting at our principal executive offices identifying any such suggested candidate not less than 120 days prior to the first anniversary of the date that this Proxy Statement is sent to stockholders, or such earlier date as may be reasonable in the event that our annual stockholders meeting is moved more than 30 days from the anniversary of the 2017 Annual Meeting. Absent that, stockholders wishing to nominate persons to the Board must do so by other means, such as nominating such persons at the stockholders’ meeting.  At the present time, we intend to hold our 2018 Annual Meeting in June 2018.  Consequently, any stockholder wishing to suggest a candidate for consideration should plan to provide notice identifying such candidate by the end of January 2018.    Such written notice should set forth the name, age, address, and principal occupation or employment of such nominee, the number of shares of our common stock that are beneficially owned by such nominee, and such other information required by the proxy rules of the SEC with respect to a nominee of our Board.

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.  WeCurrently, we have no policy of considering diversity or any other specific criteria in identifying Director nominees.

Following a review of the experience and overall qualifications of the Director candidates, on September 21, 2017, ourOur Board has resolved to nominate eachall five  (5) of theour incumbent Directors, named in Proposal 1, for election as Directors of theour Company at our 2017 Annual Meeting.  Eight nominees were approved, excluding Director James J. Cotter, Jr. 

Each of the nominees named in Proposal 1 received at least seven (7) Yes votes,the unanimous approval of the Directors, with each such nominee abstaining as to his or her nomination. 

After selecting the nominees named in Proposal 1, our Board then reduced the size of our Board from nine (9) members to (8) members effective as of completion of the vote on the election of our Board at our upcoming Annual Meeting. 

Having been informed that Ellen M. Cotter and Margaret Cotter currently intend to bring stockholder proposals to amend the Bylaws to increase the Board back to nine persons and to nominate James J. Cotter, Jr. to the Board, each of the Board members other than the Cotter family members continue to believe that Mr. Cotter, Jr. should not be a director, but acknowledge that the combined voting power of the Cotter Trust and the Cotter Estate will assure that the Bylaws amendment will be approved and that Mr. Cotter, Jr. will be elected.  The Board's recommendation for the election of its nominees is not changed as a result of the two stockholder proposals.

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 Conduct applies to all Directors and employees, including the Chief Executive Officer, the Chief Financial Officer, principal accounting officer, controllerthe Chief Accounting Officer and the Controller and all persons performing similar functions.  Our Code of Conduct is posted on our website at http:https://www.readingrdi.com/reading-international-code-of-ethicsinvestor.readingrdi.com/governance/governance-documents/default.aspx.

.



Our Board has established a means for employees to report a violation or suspected violation of the Code of Conduct anonymously.  In addition, we have adopted an “Amended“Amended and Restated Whistleblower Policy and Procedures,” which is posted on our website, at http:https://www.readingrdi.com/amended-and-restated-whistleblower-policy-and-proceduresinvestor.readingrdi.com/governance/governance-documents/default.aspx, that establishes a process by which employees may anonymously disclose to our Principal Compliance Officer (currently the Chair of our Audit Committee) alleged fraud or violations of accounting, internal accounting controls or auditing matters.



Review, ApprovalApproval or Ratification of Transactions with Related Persons

TheOur Audit Committee adopted a written charter delegates to that committee responsibility for review and approval of transactions between the Company and its Directors, 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 charter is available at http:https://www.readingrdi.com/group-investor-relations/group-ir-governance/committee-charters/ .investor.readingrdi.com/governance/governance-documents/default.aspx.  For additional information, see the section entitled “Certain Relationships and Related Party Transactions.”



Material Legal Proceedings Involving Claims Against our Directors and Certain Executive Officers

On June 12, 2015, the Board of Directors terminated James J. Cotter, Jr. as the President and Chief Executive Officer of our Company.  That same day, Mr. Cotter, Jr. filed a lawsuit, styled as both an individual and a derivative action, and 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, against our Company and each of our then sitting Directors (Ellen Cotter, Margaret Cotter, Guy Adams, William Gould, Edward Kane, Douglas McEachern, and Tim Storey) in the Eighth Judicial District Court of the State of Nevada for Clark County (the “Nevada District Court”).   Since that date, our Company has been engaged in ongoing litigation with Mr. Cotter, Jr. with respect to his claims against our Directors. Mr. Cotter, Jr. has over this period of time twice amended his complaint, removing his individual claims and withdrawing his claims against Tim Storey (but reserving the right to reinstitute such claims), adding claims relating to actions taken by our Board since the filing of his original complaint and adding as defendants two of our directors who were not on our Board at the time of his termination:  Judy Codding and Michael Wrotniak.  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 defendant directors named in the Cotter Jr. Derivative Complaint, from time to time, are referred to herein as the “Defendant Directors.”

The Cotter Jr. Derivative Complaint alleges among other things, that the Defendant Directors breached their fiduciary duties to the Company by terminating  Mr. Cotter, Jr. as President and Chief Executive Officer,  continuing to make use of the Executive Committee that has been in place for more than the past ten years (but which no longer includes Mr. Cotter, Jr. as a member), making allegedly potentially misleading statements in our Company’s press releases and filings with the SEC, paying certain compensation to Ellen Cotter, allowing the Cotter Estate to make use of Class A Common Stock to pay for the exercise of certain long outstanding stock options to acquire 100,000 shares of Class B Common Stock held of record by the Cotter Estate and determined by the Nevada District Court to be assets of the Cotter Estate, and allowing Ellen Cotter and Margaret Cotter to vote the 100,000 shares of Class B Common Stock issued upon the exercise of such options, appointing Ellen Cotter as President and Chief Executive Officer, appointing Margaret Cotter as Executive Vice President-Real Estate Management and Development-NYC, and the way in which the Board handled an unsolicited indication of interest made by a third party to acquire all of the stock of our Company. In the lawsuit, Mr. Cotter, Jr. seeks reinstatement as President and Chief Executive Officer, a declaration that Ellen Cotter and Margaret Cotter may not vote the above referenced 100,000 shares of Class B Stock, and alleges as damages fluctuations in the price for our Company’s shares after the announcement of his termination as President and Chief Executive Officer and certain unspecified damages to our Company’s reputation.

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 labor code §1102.5 and wrongful discharge in violation of public policy.

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, Ellen Cotter, Guy Adams, Edward Kane, Douglas McEachern, Timothy Storey, William Gould and Does 1 through 100, inclusive, as defendants, and, Reading International, Inc., a Nevada corporation, as Nominal Defendant.  That complaint was subsequently amended (as amended the “T2 Derivative Complaint”) to add as defendants Directors Judy Codding and Michael Wrotniak (collectively with the directors initially named the “T2 Defendant Directors”) and S. Craig Tompkins, our Company’s legal counsel (collectively with the T2 Defendant Directors, the “T2 Defendants”).    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.”

The T2 Plaintiffs alleged in their T2 Derivative Complaint various violations of fiduciary duty, abuse of control, gross mismanagement and corporate waste by the T2 Defendant Directors.  More specifically the T2 Derivative Complaint sought the reinstatement of James J. Cotter, Jr. as President and Chief Executive Officer, an order setting aside the election results from the 2015 Annual Meeting of Stockholders, based on an allegation that Ellen Cotter and Margaret Cotter were not entitled to vote the shares of Class B Common Stock held by the Cotter Estate and the Cotter Trust, and certain monetary damages, as well as equitable injunctive relief, attorney fees and costs of suit.   In May 2016, the T2 Plaintiffs unsuccessfully sought a preliminary injunction (1) enjoining the Inspector of Elections from counting at our 2016 Annual Meeting of Stockholders any proxies purporting to vote either the 327,808 Class B shares held of record by the Cotter Estate or the 696,080 Class B shares held of record by the Cotter Trust, and (2) enjoining Ellen Cotter, Margaret Cotter and James J. Cotter, Jr. from voting the above referenced shares at the 2016 Annual Meeting of Stockholders.  This request for preliminary injunctive relief was denied by the Nevada District Court after a hearing on May 26, 2016.

On September 15, 2016, Mr. Cotter, Jr. filed a writ with the Nevada Supreme Court seeking a determination that the Nevada District Court erred in its determination that, by communicating his thoughts about the Cotter Jr. Derivative Action with counsel for the T2 Plaintiffs without any confidentiality or joint representation agreement, Mr. Cotter, Jr’s counsel waived any attorney work product privilege that might otherwise have been applicable to such communication.  Our Company is of the view that any privilege was waived by the unprotected communication of such thoughts to a third party such as counsel to the T2 Plaintiffs.  On March 23, 2017, the Nevada Supreme Court set oral argument on the matter for the next available calendar.

On February 14, 2017, we filed a writ with the Nevada Supreme Court seeking a determination that the Nevada District Court erred in its decision to allow Mr. Cotter, Jr. access to certain communications between the Defendant Directors and Company counsel, which the Defendant Directors and our Company believe to be subject to the attorney-client communication privilege. Specifically, our writ asks the Nevada Supreme Court to determine whether the fact that the Defendant Directors are relying upon the Nevada business judgment rule constitutes, in whole or in part, a waiver of the attorney-client privilege held by us. 

Our request was substantially mooted by the decision in July 2017 in the Wynn Resorts Case, in which similar issues were considered.  In that case, the Nevada Supreme Court stated:

Accordingly, we reiterate that the business judgment rule goes beyond shielding directors from personal liability in decision-making.  Rather, it also ensures that courts defer to the business judgment of corporate executives and prevents courts from “substitute[ing] [their] own notions of what is or is not sound business judgment,” if “the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.”  [Citations omitted]

And,

We agree that “it is the existence of legal advice that is material to the question of whether the board acted with due care, not the substance of that advice.”  Accordingly, the district court erred when it compelled Wynn Resorts to produce any attorney client privileged . . . documents on the basis that Wynn Resorts waive the attorney-client privilege of those documents by claiming the business judgment rule as a defense.  [Citations omitted]. 

On September 18, 2017, in light of the decision by the Nevada Supreme Court in the Wynn Resorts Case, the Nevada District Court ruled that the attorney-client communications privilege applicable to advice given by company counsel to directors of the Company was not waived by the fact that the directors may have disclosed that, in the execution of their obligations as directors, they obtained advice of counsel, and that while the fact that such advice was received may be relevant to whether or not a director had meet his or her duties of care, the substance of such advice nevertheless continued to be protected by the attorney-client communications privilege.  The Nevada District Court further noted that such privilege belonged to the Company, and could not be waived by individual directors.  Accordingly, the Nevada District Court denied Mr. Cotter, Jr.’s motion to discover advice given by Company counsel to the Defendant Directors.

With the resolution of this issue, the Company believes that the remaining discovery is very limited and that it is likely that the Cotter Jr. Derivative Action will be tried beginning in the first quarter of next year.

The Cotter Jr. Employment Arbitration is in the discovery phase.

Our Company is and was legally obligated to cover the costs and expenses incurred by our Defendant Directors in defending the Cotter Jr. Derivative Action and the T2 Derivative Action.  Furthermore, although in a derivative action, the stockholder plaintiff seeks damages or other relief for the benefit of our Company, and not for the stockholder plaintiff’s individual benefit and, accordingly, we are, at least in theory, only a nominal defendant, as a practical matter, because Mr. Cotter, Jr. is also seeking, among other things, an order that our Board’s determination to terminate Mr. Cotter, Jr. was ineffective and that he be reinstated as the President and Chief Executive Officer of our Company and also limiting the use of our Board’s Executive Committee, and as he asserts potentially misleading statements in certain press releases and filings with the SEC, our Company is also incurring on its own account significant cost and expense defending the decision to terminate Mr. Cotter, Jr. as President and Chief Executive Officer, its board committee structure, and the adequacy of those press releases and filings, in addition to its costs incurred in responding to discovery demands and satisfying indemnity obligations to the

Defendant Directors.  Likewise, in connection with the T2 Derivative Action, our Company incurred substantial costs defending claims related to the defense of claims relating to the termination of Mr. Cotter, Jr., opposing his reinstatement, and defending the conduct of its annual meetings.  Cost incurred in the Cotter Jr. Employment Arbitration and in the defense of the Cotter Jr. Attorney’s fees case were direct costs of our Company.

The Directors and Officer’s Insurance Policy, in the amount of $10 million, being used to cover a portion of the costs of defending the Cotter Jr. Derivative Action, has been exhausted.  We are now covering the defense costs of the Defendant Directors, in addition to our own costs incurred in connection with the Cotter Jr. Derivative Action.  

On August 7, 2017, our Board  appointed 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 Cotter  Jr. Derivative Action, the Cotter Jr. Employment Arbitration and any other litigation or arbitration matters involving any one or more of Ellen Cotter, Margaret Cotter, James J. Cotter, Jr., the Cotter Estate and/or the Cotter Trust.   See “Board Committees—Special Independent Committee,” above.

PROPOSAL 1:  ElectionElection of Directors

Nominees for ElecElectiontion

Eight DirectorsFive (5) directors are to be elected at our Annual Meeting to serve until the Annual Meeting of Stockholders to be held in 20182023 or until their successors are duly elected and qualified.  Unless otherwise instructed, the proxyholders will vote the proxies received by us “FOR” the election of the nominees below, all of whom currently serve as Directors.  The eightfive  (5) nominees for election to the Board 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.  The nominees named have 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.

Ellen M.(2)Member of the Audit and Conflicts Committee.

(3)Member of the Compensation and Stock Options Committee.

(4)Lead Independent Director.

(5)Lead Technology and Cyber Risk Director.

(6)Chair of the Executive Committee.

(7)Chair of the Audit and Conflicts Committee.

(8)Chair of Compensation and Stock Options Committee.

Margaret Cotter.  Ellen M.Chair Margaret Cotter has been a member ofjoined our Board of Directors since March 13, 2013,on September 27, 2002, and currently serves as a member of our Executive Committee.  Ms. CotterShe was appointed Chairpersonelected Chair of our Board on December 8, 2021.  Prior to this, Chair Cotter served as the Vice-Chair of our Board from August 7, 2014, to December 7, 2021. On March 10, 2016, our Board appointed Chair Cotter as Executive Vice President-Real Estate Management and served asDevelopment-NYC, at which time Chair Cotter became a full-time employee of our interim PresidentCompany.  In this position, Chair Cotter is responsible for the daily management of our live theatre properties and Chief Executive Officer from June 12, 2015 until January 8, 2016, when she was appointedoperations, including the oversight of the day-to-day development process of our permanent President44 Union Square property and Chief Executive Officer.  She joined the Company in March 1998.  Ms.oversight of our other New York and Pennsylvania real estate holdings.  Chair Cotter is also a directortheatrical producer who has produced shows in Chicago and New York and during the period 2004 to 2017, served as board member of Cecelia Packing Corporation (a Cotter family-owned citrus grower, packerthe League of Off-Broadway Theaters and marketer). Producers. On December 8, 2021,  Ms. Cotter’s title was changed to Executive Vice President-Real Estate Management and Development to more accurately reflect the fact that her responsibilities are not limited to New York City.Ms.

Chair Cotter is a graduate of Smith Collegeformer Assistant District Attorney for King's County in Brooklyn, New York, graduated from Georgetown University and holds a Juris Doctor from Georgetown University Law 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 New York City.  Ms. CotterShe is the sister of Margaret Cotter and James J. Cotter, Jr.  Prior to being appointed as our President and Chief Executive Officer, Ms. Cotter served for more than ten years as the Chief Operating Officer (“COO”) of our domestic cinema operations, in which capacity she had, among other things, responsibility for the acquisition and development, marketing and operation of our cinemas in

the United States.  Prior to her appointment as COO of Domestic Cinemas, she spent a 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 297,070 shares of Class A Stock and 427,808 shares of our Class B Stock (representing 25.5% of such Class B Stock).  Ms.Vice-Chair Ellen M. Cotter.     Chair Cotter is a Co-Executor of the Cotter Estate, Co-Trustee of the Cotter Living Trust,  Co-Trustee of the Cotter Foundation, and the Sole Trustee of the James J. Cotter Foundation (the “Cotter Foundation”), which isEducation Trust #1 and of a to-be-formed trust for the record holderbenefit of 102,751 shares of Class A Stock and Co-Trustee of the James J. Cotter, Sr. Trust (the “Cotter Trust”), which is the record owner of 1,897,649 shares of Class AStock and 696,080 shares of Class B Stock (representing an additional 41.4% of such Class B Stock).  Ms.her children. Chair Cotter also holds various positions in her family’sfamily's agricultural enterprises.  

Ms. Cotter brings to our BoardShe is a director of Cecelia Packing Corporation. In her nineteen years of experience working in our Company’s cinema operations, both in the United States and Australia.  She has also servedcapacity as the Chief Executive OfficerCo-Executor of Reading’s subsidiary, Consolidated Entertainment, LLC, which operates substantially allthe Estate of our cinemas in Hawaii and California. In addition,James J. Cotter, Chair Cotter (together with her direct ownershipsister and Co-Executor, Ellen M. Cotter) holds various positions in various real estate entities that are part of 802,903 sharesher father’s estate, which, include, without limitation, acting as the Estate’s representative of Sutton Hill Associates, which is the parent company of Sutton Hill Capital, L.L.C.  The Estate’s assets also include a 50% non-managing member interest in Shadow View Land and Farming in which our Company is the 50% managing member. That limited liability company is currently being wound up, having sold in 2021 its only asset: certain land in Coachella, California.    Information as to Margaret Cotter’s beneficial interest in our Class A Stock and 50,000 shares of Class B Stock is set forth in footnotes 2 and 7 to the Beneficial Ownership Table below.

Chair Cotter brings to the Board her positionsexperience as Co-Executor of her father’s estatea live theatre producer, theater operator and Co-Trusteean active member of the New York theatre community, which gives her insight into live theatre business trends that affect our business in this sector, and in New York real estate matters.  Operating the daily oversight of our theater properties

for over twenty-two (22) years, Chair Cotter Trustcontributes to the strategic direction for our developments. Chair Cotter has been the executive principally responsible for the oversight of our real property assets in New York and for over the last twenty (20) years and the Cotter Foundation, Ms. Cotter is a significant stakeholderreal properties in our Company.  Ms. Cotter is well recognized in and a valuable liaison toPennsylvania for 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.last six (6) years. 



Guy W. Adams.  Director Guy W. Adams has been a Director of the Company sincejoined our Board on January 14, 2014, and currently serves as the chairChair of our Executive Committee.Committee and as our Lead Technology and Cyber Risk Director.  He is currently the Chairman of Avem Health Partners, Inc, a hospital management company.  For more than the past elevensixteen (16) 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.  securities. Over the past sixteentwenty-one (21) years, Mr.Director Adams has served as an independent director on the boards of directors of Lone Star Steakhouse & Saloon, Mercer International, Exar Corporation and Vitesse Semiconductor.  Semiconductor.  At these companies, he has held a variety of board positions, including lead director, audit committee chair and compensation committee chair.  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.Director Adams provides investment advice to private clients and currently invests his own capital in public and private equity transactionstransactions. .  He

For a few years prior to the passing of Mr. James J. Cotter, Sr. on September 13, 2014, and through a certain period of the administration of the Estate of James J. Cotter, Sr., Director Adams served as an advisor to Mr. James J. Cotter, Sr. and continues to provide professionalproviding advisory services to various enterprises now owned by either the Cotter Estate or the Cotter Trust. Mr.In late 2021, Margaret Cotter and Ellen M. Cotter, the co-executors of the Cotter Estate, and Director Adams mutually resolved the outstanding amounts owed to Director Adams for such advisory services over a multi-year period in the amount of $250,000.  On October 5, 2021, the co-executors of the Cotter Estate filed with the District Court in the County of Clark, Nevada (“Nevada Probate Court”) a Petition to approve a  Settlement Agreement amongst them (the “Adams Settlement Agreement”).  On February 28, 2022, by court order the Nevada Probate Court stated that it reviewed such Petition, examined the evidence and, having received no objection, granted the Petition, authorized the Adams Settlement Agreement and directed the co-executors to perform the obligations of the Cotter Estate under the Adams Settlement Agreement.   Thereafter, the co-executors paid Director Adams $250,000 as ordered by the Nevada Probate Court. Until 2018, Director Adams also providesprovided services to two captive insurance companies, owned in equal shares by Ellen M.Chair Cotter, Vice-Chair Cotter, and Mr. James J. Cotter, Jr. and Margaret Cotter.  Mr., that provided insurance for the Cotter family agricultural activities.  Director Adams received his Bachelor of Science degree in Petroleum Engineering from Louisiana State University and his MastersMaster 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, The Gold Standard Director Credential®. In 2018, Director Adams completed the Cyber-Risk Oversight course presented by the National Association of Corporate Directors.



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

Director Codding brings to our Board her experience as an entrepreneur, as a chief executive officer, as an author, advisor and researcher in the areas of leadership training and decision-making as well as her experience in the real estate business.



MargaretEllen M. Cotter.Margaret  Vice-Chair Ellen M. Cotter has been a Director of our Company since September 27, 2002, and on August 7, 2014 was appointed Vice Chairperson ofjoined our Board on March 13, 2013, and currently serves as a member of our Executive Committee.  On March 10, 2016,Vice-Chair Cotter served as Chair of our Board appointed Ms. Cotterfrom August 7, 2014, until December 7, 2021, and served as our interim Chief 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 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.  Ms. Cotter is the ownerOfficer and President of OBI, LLC (“OBI”), which, from 2002June 12, 2015 until her appointment asJanuary 8, 2016, when she was appointed our permanent Chief Executive Vice President – Real Estate ManagementOfficer and Development- NYC, managedPresident.  She joined our 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 agreement, Ms. Cotter also served as the President of Liberty Theaters, LLC, the subsidiary through which we own our live theaters.  The OBI management agreement was terminated with Ms. Cotter’s appointment as Executive Vice President-Real Estate Management and Development-NYC. See Company in March 1998.Certain Relationships and Related Transactions, and Director Independence, below for more information about the services provided by OBI.   Ms. Cotter

Vice-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. Ms.Corporation (a Cotter a former Assistant District Attorney for King’s County in Brooklyn, New York, graduated from Georgetown Universityfamily-owned citrus grower, packer and Georgetown University Law Center.  She ismarketer). In her capacity as the sisterCo-Executor of Ellen M. Cotter andthe Estate of James J. Cotter, Jr.  Ms.Vice-Chair Cotter (together with her sister and Co-Executor, Margaret Cotter is a Co-ExecutorCotter) holds various positions in various real estate entities that are part of her father’s estate, which, include, without limitation, acting as the Estate’s representative of Sutton Hill Associates, which is the record ownerparent company of 297,070 sharesSutton Hill Capital, L.L.C.  The Estate’s assets also include a 50% non-managing member interest in Shadow View Land and Farming in which our Company is the 50% managing member.  That limited liability company is currently being wound up, having sold in 2021 its only asset: certain land in Coachella, California. 

Vice-Chair Cotter is a graduate of Class A StockSmith College and 427,808 sharesholds a Juris Doctor from Georgetown University Law Center.  Prior to joining our Company, Vice-Chair Cotter spent four years in private practice as a corporate attorney with the law firm of White & Case in New York City. Chair Cotter is the sister of Chair Margaret Cotter. Prior to being appointed as our Chief Executive Officer and President, Vice-Chair Cotter served for more than ten years as the Chief Operating Officer ("COO") of our Class B Stock (representing 25.5%domestic cinema operations, in which capacity she had, among other things, responsibility for the acquisition and development, marketing and operation of such Class B Stock).  Ms.our cinemas in the United States. Prior to her appointment as COO of Domestic Cinemas, she spent a year in Australia and New Zealand, working to develop our cinema and real estate assets in those countries. In recognition of her contributions to the independent film industry, Vice-Chair 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.

Vice-Chair Cotter is also a Co-Trusteethe Co-Executor of the Cotter Trust, which isEstate, 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 41.4% of such Class B Stock).  Ms. Cotter is also a Co-Trustee of the Cotter Foundation, which is the record holder of 102,751 shares of Class A Stock and of the James. J. Cotter 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, and in New York and Chicago real estate matters.  Operating and the daily oversight of our theater properties for over 18 years, Ms. Cotter contributes to the strategic direction for our developments.  In addition, with her direct ownership of 810,284 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 Grandchildren’s Trust, Ms. Cotter is a significant stakeholderLiving Trust. Information as to Ellen Cotter’s beneficial interest in our Company.Class A Stock and Class B Stock is set forth in footnotes 3 and 7 to the Beneficial Ownership Table below.



William D. Gould.  William D. Gould has been a Director of our Company since October 15, 2004, and currently serves as our Lead Independent Director.  Mr. Gould 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 payable to Mr. Gould’s law firm for calendar year 2016 were $1,088.  Mr. Gould is an author and lecturer on the subjects of corporate governance and mergers and acquisitions.  Mr. GouldVice-Chair Cotter brings to our Board her more than fiftytwenty-four (24) years of experience as a corporate lawyerworking in our Company's cinema operations, both in the United States and advisor focusing on corporate governance, mergers and acquisitions.

Edward L. Kane.  Edward L. KaneAustralia.  She 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 chair of our Compensation Committee, and until its functions were moved to the Audit Committee in May, 2016, as chair of our Tax Oversight 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.  Since 1996, Mr. Kane has acted as a consultant and advisor to the health care industry.  During the 1990s, Mr. Kane also served as the ChairmanChief Executive Officer of the subsidiary that operates substantially all of our cinemas in Hawaii 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, Mr. 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.California. 



In addition to his varied business experience, Mr. Kane brings to our Board his many years as a tax attorney and law 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.  Director Douglas J. McEachern has been a Director ofjoined our Company sinceBoard on May 17, 2012. Mr. McEachern2012, and currently serves as the Chair of our Audit Committee, a position he has held since August 1, 2012, and as a member of our Compensation Committee, since May 14, 2016.  Committee.  He has served as a member of the board and of the audit and compensation committees for Willdan Group, a NASDAQNasdaq listed engineering company, since 2009.from 2009 to June 2022.  From June 2011 until October 2015, Mr.Director McEachern was a director of Community Bank in Pasadena, California and a member of its audit committee.  Mr. McEachern served as the chairChair of the board of Community Bank from October 2013 until October 2015.  He also is and was a member of the finance committee of the Methodist Hospital of Arcadia.  Arcadia. From September 2009 to December 2015, Mr.Director McEachern served as an instructor of auditing and accountancy at Claremont McKenna College.College.  Mr. McEachern was an audit partner from July 1985 to May 2009 with the audit firm of Deloitte & Touche, LLP, with client concentrations in financial institutions and real estate.  Mr.estate. Director McEachern was also a Professional Accounting Fellow with the Federal Home Loan Bank board in Washington DC, from June 1983 to July 1985.  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.Director 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.Director McEachern brings to our Board his more than 39forty-four (44) years’ experience meeting the accounting and auditing needs of financial institutions and real estate clients, including our Company.  Mr.Company.  Director 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.



Please see footnote 13 of the Beneficial Ownership of Securities table for additional information regarding the Cotter Trust and the election of Ellen M. Cotter, Margaret Cotter and James Cotter, Jr. to the Board.Meeting Attendance 

Attendance atOur Board and Committee Meetings

During the year ended December 31, 2016, our Board met eleven times.held sixteen (16) meetings in 2021.  The Audit Committee held elevenfive  (5) meetings, the Compensation Committee held sevensix  (6) meetings and the Executive Committee met five times and the CEO Search Committee met once.did not hold any meetings in 2021. Each Directordirector attended at least 75% of these Board meetings and at least 75% of the meetings of all of the above referenced committees on which he or she served.  We encourage, but do not require, our Board members to attend our Annual Meeting.  All of our incumbent Directors attended the 2021 Annual Meeting.  

IndeCompensation of Dmnity Agreementsirectors

We currently have indemnity agreements in place with each of our current Directors and senior officers and employees, as well as certain of the Directors and senior officers and employees 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, to 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 2016,2021, we paid our non-employee Directors $50,000 per year.  We paid thea 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 Chair of our Audit Committee an additional $20,000 per year,committees and (d) equity compensation for service as Directors in the Chairform of ourrestricted stock units, each of which are set forth in more detail below in the “Director Compensation Committee an additional $15,000 per year,Table.”

Director Compensation Table

The following table sets forth information concerning the Executive Committee Chair an additional $20,000 per year and the Lead Independent Director an additional $10,000 per year.compensation paid to Directors in 2021:

In March 2016, the Board approved additional special compensation to be paid for extraordinary services to the Company and devotion of time in providing such services, as follows:



In January, 2016, each of our then non-employee Directors received an annual grant of stock options to purchase 2,000 shares of our Class A Stock.  The options awarded have a term of five years, an exercise price equal to the market price of Class A Stock on the grant date and were fully vested immediately upon grant.  As discussed below, our outside director compensation was changed for the remainder of 2016 and the years thereafter.  See “2016 and Future Director Compensation,” below.

Director Compensation Table

The following table sets forth information concerning the compensation to persons who served as our non‑employee Directors during 2016 for their services as Directors.

________________________



(3)    Mr. Kane retired from our Board effective May 19, 2021.

(4)Mr. Wrotniak concluded his term on our Board on December 8, 2021.

(5)Represents payment of Base Director Fee of $50,000, prorated Executive Committee Chair Fee of $18,750, Lead Technology and Cyber Risk Director Fee of $15,000, prorated Audit Committee Member Fee of $625 and prorated Compensation Committee Member Fee of $469.

(6)Represents payment of Base Director Fee of $50,000, Audit Committee Member Fee of $10,000, prorated Compensation Committee Member Fee of $7,031, prorated Compensation Committee Chair Fee of $938, and prorated Special Independent Committee Member Fee of $7,031.

(7)Represents payment of prorated Base Director Fee of $19,230, prorated Executive Committee Member Fee of $4,808, prorated Vice-Chair Director Fee of $2,885 and a one-time retirement payment of $35,000.

(8)Represents payment of Base Director Fee of $50,000, Audit Committee Chair Fee of $20,000, Compensation Committee member Fee of $7,500, prorated Special Independent Committee Member Fee of $7,031 and prorated Lead Independent Director Fee of $781.

(9)Represents payment of prorated Base Director Fee of $46,875, Audit Committee Member Fee of $10,000, Compensation Committee Chair Fee of $12,813, and prorated Lead Independent Director Fee of $12,344.

2016 and Future Director Compensation