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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Sec. 240.14a-12

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

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

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Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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☐ Fee paid previously with preliminary materials.

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and identify the filing for which the offsetting fee was paid previously.  Identify
the previous filing by registration statement number, or the Form or Schedule and
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(1) Amount Previously Paid:  __________

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TABLE OF CONTENTS

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READING INTERNATIONAL, INC.
5995 Sepulveda Boulevard, Suite 300
Culver City, California 90230

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD by live interactive webcast ON wednesday, NOVEMBER 7, 2018Tuesday, DECEMBER 8, 2020

TO THEOUR STOCKHOLDERS:

The 2018

I would like to invite you to attend our 2020 Annual Meeting of Stockholders (the(our “Annual Meeting”) of Reading International, Inc., a Nevada corporation, willto be held at our Reading Cinema located at the California Oaks Plaza, 41090 California Oaks Road, Murrieta, California 92562,in a virtual format via live streaming webcast, on Wednesday, November 7, 2018,Tuesday, December 8, 2020, commencing at 11:00 a.m., localPacific Time.  We are meeting virtually this year in recognition of the practical constraints on travel imposed by the COVID-19 pandemic and to mitigate the exposure of our stockholders, employees and directors to the coronavirus.  Accordingly, there is no physical site for our meeting this year and you are invited to attend and participate in the meeting over the Internet from your home, office or other  remote location of your choosing. 

This is the first time we have conducted an annual meeting in a virtual format, and are hopeful that you will find it convenient, and perhaps even more convenient than a physical meeting, requiring travel or other arrangements.   Just as we have had a check-in process for our physical meetings to preserve the integrity of our meeting and our voting process, we have established a registration process for our virtual meeting.  In order to attend and participate in our meeting, you will need to register with us in advance by the registration deadline of 2:00 p.m., Pacific Time, on Thursday, December 3, 2020 at www.proxydocs.com/RDIB.  Even if you have participated in virtual annual meetings before, we urge you not to wait until the last moment to register in case you encounter any difficulties with the registration process. This process is explained in greater detail in the accompanying Proxy Statement.  

Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to our meeting live on the Internet and permit you to vote and to communicate with our meeting using your control number and link found in your access email.  Please note that, as in prior years, we are still soliciting your proxy and that, whether or not you choose to attend and participate in our Annual Meeting, you may still vote by proxy in the same manner that you have in prior years.  However, you can now also vote live on the Internet using your control number through the meeting website if you are the record holder of your shares or, if you are the beneficial owner, have received a valid proxy from the record holder of such shares.

The purpose of our Annual Meeting is for the stockholders to consider and vote upon the following purposes:matters:



It is my pleasure to cordially invite all of our stockholders to attend the meeting in person.  A map is provided on the following page to assist you in locating our Reading Cinemas, which is at the California Oaks Plaza in Murrieta. 

Copies of our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2017 are enclosed (together, the “Annual Report”).  Only holders of record of our Class B Voting Common Stock at the close of business on Monday, September 17, 2018,Friday, October 19, 2020, are entitled to notice of and to vote at theour Annual Meeting or any adjournment or postponement thereof.



Whether

It is important that your shares be represented and voted, regardless of the size of your holdings.  Accordingly, whether or not you plan on attending theto attend our Annual Meeting, we ask thatencourage you to take the time to register to participate in our Annual Meeting and to vote by following the Internet or telephone voting instructions provided on the enclosed proxy card or by completing and mailing the proxy card as promptly as possible.  We have enclosedYour proxy is revocable at any time before it is voted and will not affect your right to vote electronically at our virtual Annual Meeting, if you are the record holder of your shares and you register and log-in to participate in that meeting or, if you are not the record holder of your shares, you obtain a self-addressed, postage-paid envelopelegal proxy to vote such shares and register and log-in to participate in that meeting.

Thank you for your convenience.  If you later decide tocontinued and on-going support of our Company.  Please register for and attend theand participate in our Annual Meeting, you may vote your shares even if you have already submitted a proxy card.Meeting.



By Order of the Board of Directors,

Ellen M. Cotter
ChairChairperson of the Board



This Proxy Statement, a form of proxy and the Annual Report are first being sentdistributed or givenotherwise furnished to stockholders on or about October 8, 2018.November 6, 2020.

Important Information for Stockholders Attending

Reading International, Inc.’s 2018 Annual Meeting



Directions:

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

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

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

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

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

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

Source:  Google Maps

October 8, 2018

READING INTERNATIONAL, INC.
5995 Sepulveda Boulevard, Suite 300
Culver City, California 90230



PROXY STATEMENT



Virtual Annual Meeting of Stockholders
Wednesday, November 7, 201811:00 a.m., Pacific Time:  Tuesday, December 8, 2020

Registration Website: www.proxydocs.com/RDIB

Registration Deadline for Attendance and Participation at Our Virtual Annual Meeting

2:00 p.m., Pacific Time:  Thursday, December 3, 2020



INTRODUCTION



This proxy 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 20182020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held in a virtual format via the Internet on Wednesday, November 7, 2018,Tuesday, December 8, 2020, commencing at 11:00 a.m., local time, at our Reading Cinemas located at the California Oaks Plaza, 41090 California Oaks Road, Murrieta, California 92562,Pacific Time, or at any adjournment or postponement thereof.



As of September 17, 2018,October 19, 2020, 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 186 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. 



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 7, 2018.

Our Proxy Statement and Annual Report are both available free of charge at https://investor.readingrdi.com/investor.readingrdi.com and at www.proxydocs.com/RDIB (our “Annual Meeting Website”).



ABOUT THE ANNUAL MEETING AND VOTING



Why am I receiving these proxy materials?



This Proxy Statement is being sent to all of our stockholders of record as of the close of business day September 17, 2018,on the Record Date, by our Board of Directors (our “Board”) to solicit the proxy of holders of our Class B Stock as of such date to be voted at our 2018Annual Meeting.  This Proxy Statement is intended to describe the matters on which we would like you, our stockholder, to vote and to provide  you with information on these matters so that you can make an informed decision. If you will not be able to attend our Annual Meeting which will be heldvirtually and vote virtually, you are encouraged to read this Proxy Statement and then cast your vote as promptly as possible in accordance with the instructions on Wednesday, November 7, 2018, at 11:00 a.m. local time, at our Reading Cinema located at the California Oaks Plaza, 41090 California Oaks Road, Murrieta, California, 92562.enclosed proxy card.



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



There are threefour items of business scheduled to be considered for a vote at theour 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.

How does our Board 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 theour Annual Meeting.



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 corporations laws codified in Chapter 78 of the Nevada Revised Statutes (2019) (the “Nevada Corporation Law”).  The Nevada Corporation Law provides for the conduct of virtual meetings, and your remote participation in such a meeting via the procedures that we have established for our Annual Meeting is considered to be “attendance” 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 as a stockholder and provide stockholders a reasonable opportunity to participate in the meeting and 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 below.

As an initial step, in order to access and participate in our Annual Meeting, you will need to register.  This can be done by going to our Annual Meeting Website (www.proxydocs.com/RDIB)  and following the instructions provided.  Please make sure that you have your proxy card, voting instruction form (also known as a “VIF”) or Notice of Access with you, as you will need the control number provided on the applicable proxy card, VIF or Notice of Access in order to register.  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.

In accordance with our Bylaws, Ellen M. Cotter, as the Chairperson 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. Cotter and other members of management may address attendees 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 2020AnnualMeeting@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 with 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 attendees 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 the meeting will be able to do so.  The Presiding Officer has authority, in her discretion, to at any time recess or adjourn our Annual Meeting.  Only stockholders are entitled to attend and address our Annual Meeting.  Any questions or disputes as to who may or may not attend 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 (1) by or at the direction of the Chairperson, or our Board, or (2)  by holders of record of our Class B Stock.   

In order to attend and participate in our virtual Annual Meeting, you will need to register in advance of our meeting on our Annual Meeting Website by not later that the registration deadline of 2:00 p.m., Pacific Time, on Thursday, December 3, 2020 (the “Registration Deadline”).  Whether or not you have previous experience registering to attend 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.    Beneficial owners will be permitted to attend the meeting but, as noted above, in order to vote any shares that they may beneficially own, they will need to obtain from the record holder a legal proxy to vote such shares.

If you register to attend our Annual Meeting, you will be provided with a control number and an 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 one (1) hour prior to the start of our Annual Meeting.  Stockholders will be able to log into the meeting 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 11:00 a.m. Pacific 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 stockholder of record of Class B Stock 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 attending 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.   At that time, thereIf, on the Record Date, your shares were 1,680,590held not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the “beneficial owner,” and you have the right to direct your broker, bank or other agent regarding how to vote the shares of Class B Stock outstanding, and approximately 370 holders of record.  Each share of Class B Stock is entitledin your account.  As a beneficial owner, you are invited to one vote on each matter properly brought before theattend our Annual Meeting.

  However, since you are not a stockholder of record, you may not vote your shares at our Annual Meeting unless you obtain a valid proxy from your broker, bank or other agent.

What if I own Class A Nonvoting Common Stock?

If you do not own any Class B Stock, then you have received this Proxy Statement only for your information.  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 our Annual Meeting, have no right to nominate candidates for election to our Board, and have no right to bring new business before the meeting.     The rights of holders of Class A Stock are limited to attending the meeting and asking questions of management at an appropriate time.  To attend our Annual Meeting.

Meeting, holders of Class A Stock must register at our Meeting Website prior to the Registration Deadline using the control number on the Notice of Access accompanying this Proxy Statement.

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)VIFs).  For example, if you hold your shares in more than one brokerage account, you may receive a separate notice 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 notice that you receive.

   Alternatively, if you are a record owner or hold a legal 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 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.  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 registering to participate 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 theour 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 theour Annual Meeting.   As a stockholder of record of Class B Stock, you are also entitled to nominate additional candidates for election 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, trustee or other nominee rather than directly in your own name, you are considered the beneficial owner of such shares, and the proxy materials are being forwarded to you by your broker, bank, trustee or other nominee, who is considered the stockholder of record with respect to those shares.  As the beneficial owner, you are also invited to attend theour Annual Meeting.  BecauseHowever, because a beneficial owner is not the stockholder of record, you may not vote these Class B shares in person at theour Annual Meeting, if you are the beneficial owner, unless you obtain a legal proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.  You will need to contact your broker, bank, trustee or nominee to obtain a proxy and you will need to bring it to the Annual Meeting in order to vote in person.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 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 our Class B Stock who are entitled to vote on the matters that come before theour Annual Meeting the opportunity to vote their shares, whether or not they attend theour 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 person at the Annual Meeting.  If you choose to do so, you can vote using the ballot provided at theour Annual Meeting.  Even if you plan to attend theour 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 or for any reason cannot attend theour 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 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 attending 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, 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 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.

Shares held by a representative or fiduciary.  A representative or fiduciary may only vote shares if they have been granted a valid proxy by the record holder of such shares.

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

If you are a stockholder of record and you:



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

If your shares are held by a broker on your behalf (that is, in “street name”), and you do not instruct the broker as to how to vote these shares on any “non-routine” proposals included in this Proxy Statement, your broker cannot exercise discretion to vote for or against those proposals.  This would be a “broker non-vote,” and these shares will not be counted as having been voted on the applicable proposal.  Applicable rules permit brokers to vote shares held in street name only on routine matters.  Only Proposal 2,3, 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.”   Accordingly, if your shares are held in street name and if you do not give you broker instructions as to how to vote, your broker will only be able to exercise its discretion in the case of Proposal 2,3, and will not be permitted to vote on Proposal 1, Proposal 2 or Proposal 3.

4.

How are “withhold authority” and “abstain” votes counted?

Proxies that are voted to “withhold authority” or “abstain” are included only to determine whether a quorum is present.  If “withhold authority” or “abstain” is selected with respect to the election of directors, then such votes will have no impact on the election of directors, as the seven nominees receiving the highest number of affirmative votes will be elected.  If “withhold authority” or “abstain” is selected on a matter to be voted on for which approval by a majority of the votes cast at the meeting is required (specifically, Proposal 2, the Adoption of the Company’s 2020 Stock Incentive Plan Proposal; Proposal 3, the Independent Auditor Ratification ProposalProposal; and Proposal 3,4, the Advisory Vote on Executive Officer Compensation Proposal), then such a selection would similarly not have an effect on the vote, since “withhold authority” and “abstain” votes do not count as votes cast on that matter. 

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

If you are a stockholder of record, there are three ways you can change your vote or revoke your proxy after 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 attend our Annual Meeting at theour Annual Meeting and for ten days prior to theour Annual Meeting, at our corporate offices, 5995 Sepulveda Boulevard,Blvd, Suite 300, Culver City, CA 90230 between the hours of 9:009.00 a.m. and 5:005.00 p.m., local time, for any purpose relevant to the Annual Meeting.  To arrange to view this list during the times specified above, please contact the Secretary of the Annual Meeting at (213) 235-2240.

What constitutes a quorum?

The presence in personby proxy or by proxyvirtual attendance 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, Inc.Donnelley Financial Solutions will act as the independent Inspector of Elections and will 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 proposal to pass?

Proposal 1 (the Election of Directors):  The seven 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 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 more than 70% 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 Adoption of the Company’s 2020 Stock Incentive Plan Proposal):  This proposal requires the “FOR” vote of a majority of the votes cast in order to pass.  We are advised by the holders of more than 70% of the Class B Stock that they currently intend to vote “FOR” this proposal.  Accordingly, it is anticipated that the 2020 Stock Incentive Plan Proposal will pass.

Proposal 3 (the Independent 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 holders of more than 70% of the Class B Stock that they currently intend to vote “FOR” this proposal.    Accordingly, it is anticipated that the Independent Auditor Ratification Proposal will pass.

Proposal 34 (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 us, our Board or our Compensation and Stock Options Committee (the “Compensation Committee”).  However, the Board and our Compensation Committee, as applicable, will review the voting results and take them into consideration when making future decisions and recommendations regarding executive compensation.

   We are advised by the holders of more than 70% of the Class B Stock that they currently intend to vote “FOR” this proposal.  Accordingly, it is anticipated that the Advisory Vote on Executive Officer Compensation Proposal will pass.

Only votes “FOR” on Proposal 1 (the Election of Directors) will be counted since directors are elected by plurality vote.  The seven 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 Auditor RatificationAdoption of the Company’s 2020 Stock Incentive Plan Proposal), and Proposal 4 (the Advisory Vote on Executive Officer Compensation Proposal) since abstentions and broker non-votes are not counted as votes cast. Only votes “FOR” and “AGAINST” will be counted for Proposal 3 (the Executive CompensationIndependent Auditor Ratification Proposal), since abstentions and broker non-votes are not counted as votes cast.

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

Ms. Cotter and other members of management may 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.  Any stockholder who wishes to address the Annual Meeting may do so only upon being recognized by the Presiding Officer.

CORPORATE GOVERNANCE

Passing of our Lead Independent Director

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

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

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



Director Leadership Structure



Ellen M. Cotter is our Chair,Chairperson, President and Chief Executive Officer.  Ellen M. Cotter has been an executive with our Company for more than 2022 years and, prior to her appointment in 2015 as our President and Chief Executive Officer, she principally focused on the cinema operations aspects of our business.  She has cinema operating experience in all jurisdictions in which our Company currently operates.  Onbusiness, including the real estate side, she has been involved in the acquisition and development of all of our domesticvarious cinema locations brought on line since she joined our Company.  Historically our Board has chosen to combine the roles of the Chair and the Chief Executive Officer.locations.  At the present time, our Board continues to believe that the combination of these roles is in the best interests of our Company and our stockholders as such a structure (i) allows for consistent leadership, (ii) continues the tradition of having a ChairChairperson 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,Company), a leadership structure in which many of our stockholders have invested),invested, and also (iii) reflects the reality of our status as a “controlled company” under relevant NASDAQNasdaq Listing Rules.

Margaret Cotter is our current Vice-ChairVice-Chairperson and also serves as our Executive Vice President – Real Estate Management and Development - NYC.  Margaret Cotter has been responsible for the operation of our live theaters in New York and Chicago for more than 1820 years and has for more than the past 6eight years been leading the re-development of our New York properties. In recent periods, her area of responsibility has expanded to include oversight of our development efforts with respect to our other East Coast and Midwestern properties, including those in Philadelphia and Chicago.

Ellen M. Cotter has a substantial stake in our business, directly owning directly 817,533775,233 shares of Class A Stock and 50,000 shares of Class B Stock.  Margaret Cotter likewise has a substantial stake in our business, directly owning directly 814,973753,879 shares of Class A Stock and 35,100 shares of Class B Stock.  In addition, Ellen M. Cotter and Margaret Cotter are the Co-Executors of 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”).  Margaret Cotter is, in addition, the co-trustee (withsole-trustee of the James J. Cotter Jr.,) of the trust established by Mr. James J. Cotter, Sr., for the benefit of his grandchildren (the “Cotter Grandchildren’s Trust”)Education Trust #1 which holds 274,39084,956 shares of Class A Stock and is the sole trustee of the sub-trust to be formed under the Cotter Living Trust (the “Reading“Cotter Voting Trust”) to hold for the benefit of the grandchildren of James J. Cotter, Sr., all of the Class B Stock currently owned by the Cotter Estate and the Cotter Living Trust.  Together, Ellen M. Cotter and Margaret Cotter have sole or shared voting control over an aggregate of 1,208,988 shares or 71.9%representing approximately 72% of our Class B Stock.  Mr. James J. Cotter, Jr., the brother of Ellen Cotter and Margaret Cotter, is designated as the successor trustee of the Reading Voting Trust, in the event that Margaret Cotter should be unable or unwilling to continue as the trustee of that trust.

Director Independence and Board Oversight Structure

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 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”) and to have an independent nominating committee.committee and Independent Compensation Committee.  Nevertheless, our Board has for many years had a majority of Independent Directors and is nominating a majority of Independent Directors for election to our Board.  In determining who is an Independent Director, we follow the definition in section 5605(a)(2) of the NASDAQNasdaq Listing Rules. Under such rules, we consider the following directors who served in 2017 to be independent: Guy Adams, Dr. Judy Codding, William D. Gould, Edward L. Kane, Douglas McEachern and Michael Wrotniak.  Our Board annually reviews the independence of our directors.



We currently have an Audit and Conflicts Committee (the “Audit Committee”) and a Compensation and Stock Options Committee (the “Compensation Committee”), each composed entirely of Independent Directors.  William D. Gould served up to the date of his passing, August 6, 2018, asEdward L. Kane is our Lead Independent Director.  It is currently anticipated that an Independent Director will be appointed to this position at the annual organizational meeting of our Board following the Annual Meeting.  Historically, our Lead Independent Director chairs meetings of the Independent Directors (typically held as a

separate part of each board meeting) and acts as liaison between our Chair,Chairperson, President and Chief Executive Officer and our Independent Directors.  We also currently have a four-member Executive Committee composed of our Chair, Vice-ChairChairperson, Vice-Chairperson, our Lead Independent Director and Messrs. Guyour Lead Technology and Cyber 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, since Ellenunder the direction of Chairperson Cotter, was appointed our Chief Executive Office in 2015, has (i) adopted a best practices charter for our Compensation Committee, (ii) adopted a new best practices charter for our Audit Committee, (iii) completed, with the assistance of compensation consultants Willis Towers Watson and outside counsel Greenberg Traurig, LLP, a complete review of our compensation practices, in order to bring them into alignment with current best practices, (iv) adopted a new Code of Business Conduct and Ethics, and(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 (v)Anti-Bullying policy, (vii) updated our Whistleblower Policy. 

Last year, our BoardPolicy, and (viii) adopted a Stock Ownership Policy, setting out minimum stock ownership levels for our directors and senior executives,executives.  Under our Amended and earlier this year.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 fund.

In January 2020, our Compensation Committee appointed a new independent compensation consultant, Aon. The Compensation Committee assessed the independence of Aon pursuant to SEC rules and the Nasdaq Listing Standards and concluded that it was independent.



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 CEO, CFOChief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and General Counsel in connection with the assessment of our Company’s technology and cyber security needs and the implementation of appropriate policies and procedures to meet those needs.  He ensures that relevant information is brought to our Board, and coordinates the timely presentation of such information to and facilitates the consideration of such information by all directors.  He also coordinates with our management timely and appropriate director education with respect to such matters to enhance director understanding of the issues involved and the options available to our Company.  In preparation for this role, Director Adams, in 2018, completed the Cyber-Risk Oversight course presented by the National Association of Corporate Directors.

In 2017, ourOur Board also establishedhas a Special Independent Committee comprised of Directors Dr. Judy Codding and Douglas McEachern 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 (i) the purported derivative litigation brought by Mr. James J. Cotter, Jr. in Nevada against our current nominees, (while Mr. Cotter, Jr.’s claims have all been dismissed with prejudice on summary judgment. Mr. Cotter, Jr. has appealled the Nevada District Court’s judgment), the employment arbitration between our Company and Mr. James J. Cotter, Jr. relating to the termination of Mr. Cotter, Jr. as our president and chief executive officer,(ii) the litigation between Ms. Ellen Cotter and Ms. Margaret Cotter relating to the management of the Cotter Living Trust and the ReadingCotter Voting Trust and the voting and disposition of the Class B Stock held by the Cotter Living Trust and to be held by the ReadingCotter Voting Trust, and (iii) any other litigation or arbitration matters involving any one or more of Ms. Ellen Cotter, Ms. Margaret Cotter, Mr. James J. Cotter, Jr., the Cotter Estate and/or the Cotter Living Trust.  Directors Judy Codding and Douglas McEachern currently serve onTrust in which our Company may have an interest.  On October 1, 2020, the Nevada Supreme Court ordered the Trial Court to dismiss the putative derivative lawsuit brought by Mr. Cotter, Jr., concluding that Mr. Cotter, Jr. was not an adequate representative of our Company’s stockholders.  In arriving at this Special Independent Committee.  On April 13, 2018, our Board appointed a Special Litigation Committee comprised of Directors Codding, Gould and McEachern to consider whether or notconclusion, the continuationNevada Supreme Court noted, among other things, that “because one of the derivative litigation wasmain remedies Cotter Jr. is seeking is his reinstatement as CEO, his interests are divergent from the shareholders’ interests” and that “Cotter Jr.’s action appears to be vindictively brought in the best interestsresponse to his termination as CEO. . .”   Our Company is now pursuing collection of the Company.  The work of that committee has been mootedapproximately $800,000 in costs from Mr. Cotter, Jr. approved by the above referenced dismissalNevada Supreme Court, which amount is covered by a bond posted by Mr. Cotter, Jr., in connection with prejudice ofhis appeal.  Although, Mr. Cotter, Jr., has filed a motion for a rehearing before the Nevada Supreme Court, we believe the likelihood to be remote that litigation.

such motion will be granted.

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-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.Chairperson.  Nominations to our Board for the Annual Meeting were made by our entire Board, consisting of a majority of Independent Directors.Board.  Each of the nominees received the unanimous vote of the Independent Directors and each such nominee abstainingabstained with respect to his or her own nomination.

Certain Potential Change of Control ConsiderationsConsiderations.

While our Company is currently a controlled company under applicable NASDAQNasdaq Listing Rules with over 70% of the voting power of our Company being currently heldbeneficially owned by Chairperson Ellen M. Cotter and Vice-Chairperson Margaret Cotter, the ongoing control of our Company by the Cotter Familyfamily is currently being challenged by Mr. James J. Cotter, Jr., the brother of Chairperson Ellen M. Cotter and Vice-Chairperson Margaret Cotter.  Certain information regarding this challenge is set forth below.



Up until his death on September 13, 2014, Mr. James J. Cotter, Sr., the father of Chairperson Ellen M. Cotter, Vice-Chairperson Margaret Cotter, and Mr. James J. Cotter, Jr., was our controlling stockholder, having the sole power to vote approximately 66.9% of

the outstanding Class B Stock.Stock (the “Cotter Control Block”).  Under applicablethe Nevada Corporation Law, a stockholder holding more than 2/3rds of the Company’s voting stock has the power at any time, with or without cause, to remove any one or more directors (up to and including the entire board of directors) by written consent taken without a meeting of the stockholders.



Following the death of Mr. Cotter, Sr., disputes arose among Chairperson Ellen M. Cotter and Vice-Chairperson Margaret Cotter, on the one hand, and Mr. James J. Cotter, Jr., on the other hand, concerning the voting control and disposition of those shares.  These disputes initially resulted in an action brought by Ellen Cotter and Margaret Cotter on February 5, 2015 invoting control issues have now been resolved.  On March 23, 2018, the California Superior Court of the State of California, County of Los Angeles (the “California Superior Court”), determined, in effect, that Chair Ellen M. Cotter and Vice-Chair Margaret Cotter are the case captionedsole Co-Trustees of the Cotter Living Trust and that Vice-Chair Margaret Cotter is the sole Trustee of the Cotter Voting Trust which, under the applicable trust documents, will ultimately own the Cotter Control Block.   In re James J. Cotter Living Trust dated August 1, 2000 (Case(Case No. BP159755) (the “Trust Case”).

Notwithstanding the resolution of the voting control issue, Mr. Cotter, Jr., continues to determine whichadvocate a sale of two trust documents controlled the Cotter LivingControl Block (and with such sale, a sale of control of our Company).  In this endeavor, he is currently supported by the Guardian Ad Litem, appointed in the Trust andCase prior to the Readingresolution of the voting control issues, to represent the interests of the grandchildren of James J. Cotter, Sr., who are the beneficiaries of the Voting Trust. On March 23, 2018,Trust in connection with that litigation.   Motions are currently before the California Superior Court, ruled that(i) by the trust document advocatedGuardian Ad Litem to break up the Voting Trust and to sell the Cotter Control Block (the “Guardian’s Sale of Control Motion”) and (ii) by Mr. Cotter, Jr., was invalid.  That ruling has become final and non-appealable.  Accordingly, it has now been judicially established that Ellen Cotter andthe Co-Trustees to remove the Guardian Ad Litem for, among other things, conflict of interest (the “Removal Motion”).   Margaret Cotter, are the Co-Trustees of the Cotter Living Trust, and Margaret Cotter isacting as the sole Trustee of the Reading Voting Trust, to be formed underopposes any breakup of the Voting Trust and the sale of the Cotter Living Trust to eventually hold Class B Voting Stock representing approximately 66.9%Control Block as being inconsistent with stated intentions of the outstanding voting stockTrustor, James J. Cotter, Sr.  The Co-Trustees’ Removal Motion was denied by the California Superior Court, and that determination is currently on appeal before the California Court of our Company.Appeals.  The Guardian’s Sale of Control Motion is on hold, pending the resolution of such appeal.  The Company does not have a date for the anticipated resolution of such appeal.  



Prior to this ruling, Mr. Cotter Jr., on or about February 8, 2017, brought an ex parte The Guardian’s Sale of Control motion in the Trust Case seeking the appointment of a trustee ad litem to market and potentially sell the voting stock to be held by the Reading Voting Trust.  Mr. Cotter, Jr.’s, petition diddoes not contemplate a sale of our entire Company (it proposed only the sale of the controlling block of Class B Stock anticipated to be used to fund the Reading Voting Trust)Cotter Control Block), nor diddoes it provide any way for stockholders generally to benefit from such a change of control transaction or any protections for minority stockholders.  As previously disclosed,Although cinema exhibition companies have been hit hard by the COVID-19 Pandemic, our Board believes that current governmentally imposed restrictions on the cinema exhibition business will not be permanent in nature and that cinema exhibition will, in the long run, continue to be a major source of outside the home entertainment, and has adopted a long-term business strategy for our Company:  a strategy which among other things, our Board believes will allow stockholders generally to realize the benefit of the build out of our real estate portfolio, and the execution of our business plan for our international cinema operations.  Accordingly, our Board has determined that it would not be appropriate to putin the best interests of our Company up foror its stockholders to engage in a sale process at this time.   Mr. Cotter, Jr.’s pleadingThis is particularly true given, in the Trust  Case includesview of the Board, cinema exhibition assets currently would be seen as a distressed asset class and will likely continue to be so perceived until the theaters reopen and the major studios resume releasing their best quality films to the cinema exhibition market. 

The Guardian’s Sale of Control Motion has no provision for the protection or advancement of our Company’s business plan and subjects the Company and its minority stockholders to the risk of sale in a distressed market to a buyer whose interests may be contrary to, or ignore those of, other stockholders.  In light of our Board’s determination that it would be in the best interests of our Company and our stockholders generally to continue to pursue our Company’s business plan, and not to sell the Companyengage in a sale process at this time, the potential disruption to the achievement of that business plan and to the business and affairs of our Company generally if there were to be a change of control transaction at this time, and the commitment of Chairperson Ellen M. Cotter and Vice-Chairperson Margaret Cotter to the pursuit and fulfilment of that business plan, our Company has made filings in the California Superior Court opposing such an appointment of a trustee ad litem.

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

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



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



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



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

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

Our Board has not re-nominated Mr. Cotter, Jr., for election to our Board, and has instead reduced the size of our Board to seven (7) members, effective upon completion of the election at our upcoming Annual Meeting.

For more information about the above referenced matters please see the disclosure in our Annual Report on Form 10-K filed on March 16, 2018,2020, and subsequent Form 10-K/As filed on June 15, 2020 and June 24, 2020, under the “PartPart I, Item 1A-“Risk Factors—Ownership and Management Structure, Corporate Governance, and Change of Control Risks,” and Part II, Item 8 (Financial Statements and Supplementary Data) – Note 12 – “Commitments and Contingencies to the Consolidated Financial Statements” and our Form 10-K/A filed on April 30, 2018 and our Quarterly Report on Form 10-Q filed on August 9, 2018.Statements.”



Board’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 RisksRisk 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 risks impacting theour Company to the attention of the Board.

“Controlled Company” Status



Under section 5615(c)(1) of the Nasdaq 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.  Together, Chairperson Ellen M. Cotter and Vice-Chairperson Margaret Cotter beneficially ownowned, as of the Record Date, 1,208,988 shares, or 71.9%approximately 72% of our Class B Stock.  Our Class A Stock does not have voting rights.  Based on advice of counsel, our Board has determined that the Company is therefore a “controlled company” within the Nasdaq 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 Nasdaq 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, and an Audit Committee and 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 20182020 Annual Meeting.  See “Consideration and Selection of the Board's Director Nominees,” below.

Board Committees



Our Board has a standing Executive Committee, Audit Committee, and Compensation Committee.  These committees 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.Director Guy W. Adams, who serves as Chairperson, Lead Independent Director Edward L. Kane, Chairperson Ellen M. Cotter, Ms.and Vice-Chairperson Margaret Cotter and Messrs. Guy W. Adams and Edward L. Kane.Cotter.  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 did not hold any meetings during 2017.2019.

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

Our Board has determined that the Audit Committee is composed entirely of Independent Directors (as defined in section 5605(a)(2) of the Nasdaq Listing Rules) and Rule 10A-3(b)(1) of the Exchange Act.,Act, and that Mr.Director Douglas McEachern, the ChairChairperson 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 Judy Codding and Mr.Director Michael Wrotniak.  The Audit Committee held ninesix (6) meetings during 2017.

2019.

Compensation Committee.  Our Board has established a standing Compensation Committee consisting of three of our Independent Directors, and is currently composed of Mr. Edward L. Kane,Director Michael Wrotniak, who serves as Chair, Dr.Chairperson, Director Judy Codding and Mr. Michael Wrotniak.Director Douglas McEachern.  As a controlled company,“controlled company”, we are exempt from the  NASDAQNasdaq Listing Rules regarding the determination of executive compensation solely by independent directors, who additionally meet the heightened independence requirements specific to compensation committee members.  Notwithstanding such exemption, we adopted a Compensation Committee charter requiring our Compensation Committee members to meet the independence rules and regulations of the SEC and the Nasdaq.  Our Compensation Committee charter is available on our website at http://www.readingrdi.com/about/#committee-charters. 

Our Compensation Committee evaluates and makes recommendations to the full Board regarding the compensation of our Chief Executive Officer.  Pursuant to its Charter,charter, the Compensation Committee has delegated authority to establish the compensation for all executive officers other than the President and Chief Executive Officer; provided that compensation decisions related to members of the Cotter Familyfamily 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 tenfive (5) meetings during 2017.

2019.

Other Board Committees.   Our Board has also appointed a Special Independent Committee and a Special Litigation Committee, whose functions have been described earlyearlier in these materials.

Consideration 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 20182020 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 teneleven years, made any formal proposal or recommendation to the Board as to potential nominees.  Neither our governing documents nor applicable Nevada law place any restriction on the nomination of candidates for election to our Board directly by our 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 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 in identifying Director nominees.

Following a review of the experience and overall qualifications of the Director candidates, on August 30, 2018, ourOur Board has resolved to nominate all seven of our incumbent Directors, named in Proposal 1, for election as Directors of theour Company at our 2018 Annual Meeting.

Each of the nominees named in Proposal 1 received at least six (6) 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 to seven (7) members effective as of completion of the vote on the election of our Board at our upcoming Annual Meeting. 

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://www.readingrdi.com/about/#policies-and-guidelines#policies-and-guideline.s.



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://www.readingrdi.com/about/#policies-and-guidelines#policies-and-guideline,s, that establishes a process by which employees may anonymously disclose to our Principal Compliance Officer (currently the ChairChairperson of our Audit Committee) alleged fraud or violations of accounting, internal accounting controls or auditing matters.



Review, Approval or Ratification of Transactions with Related Persons



Our Audit Committee Chartercharter 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://www.readingrdi.com/about/#committee-charters.#committee-charters.  For additional information, see the section entitled “Certain Relationships and Related Party Transactions.”



Certain Legal Proceedings Involving Claims Against our Directors



As previously disclosed in our public filings, Mr. James J. Cotter, Jr., has since June 12, 2015, been asserting various purported derivative claims against our directorsDirectors and our Company, pursuant to a lawsuit titled “James J. Cotter, Jr., individually and derivatively on behalf of Reading International, Inc. vs. Margaret Cotter, et al.” Case No,: A-15-719860-V, Dept. XI,  in the Eighth Judicial District Court of the State of Nevada for Clark County (the “Nevada District Court”).  On October 1, 2020, the Nevada Supreme Court ordered the Trial Court to dismiss that lawsuit, concluding that Mr. Cotter, Jr.’s lawsuit, was not an adequate representative of our Company’s stockholders.  In arriving at this conclusion, the Nevada Supreme Court noted, among other things, that “because one of the main remedies Cotter Jr. is seeking is his reinstatement as amendedCEO, his interests are divergent from time to time, is referred to herein as the shareholders’ interests” and that “Cotter Jr. Derivative Action” and’s action appears to be vindictively brought in response to his complaint,termination as amendedCEO. . .”   Our Company is now pursuing collection of the approximately $800,000 in costs from time to time, is referred to herein as the “Cotter Jr. Derivative Complaint.”  The defendant directors named in theMr. Cotter, Jr. Derivative Complaint, from time to time, are referred to herein asapproved by the “Defendant Directors.”

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

In addition, our Company is in arbitration with Mr. Cotter, Jr.  (Reading International, Inc. v. James J. Cotter, AAA Case No. 01-15-0004-2384, filed July 2015) (the “Cotter Jr. Employment Arbitration”) seeking declaratory relief and defending claims asserted by Mr. Cotter, Jr.  On January 20, 2017, Mr. Cotter Jr. filed a First Amended Counter-Complaint which includes claims of breach of contract, contractual indemnification, retaliation, wrongful termination in violation of California Labor Code § 1102.5, wrongful discharge, and violations of California Code of Procedure § 1060 based on allegations of unlawful and unfair conduct. Mr. Cotter, Jr. seeks compensatory damages estimated by his counsel at more than $1.2 million, plus unquantified special and punitive damages, penalties, interest and attorney’s fees.  On April 9, 2017,motion for a rehearing before the Arbitrator granted without leaveNevada Supreme Court, we believe the likelihood to amend the Company’sbe remote that such motion to dismiss Mr. Cotter, Jr.’s claims for retaliation, violation of California Labor Code §1102.5 and wrongful discharge in violation of public policy.  While this matter is still in the discovery stage, it is currently anticipated that the matter will be heard in October, prior to our Annual Meeting.  However, it is uncertain as to whether the arbitrator will rule on the matter prior to our Annual Meeting.granted.

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

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

PROPOSAL 1:  ELECTION OF DIRECTORSElection of Directors

Nominees for Election



Seven Directors are to be elected at our Annual Meeting to serve until the Annual Meeting of Stockholders to be held in 20192021 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 seven 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:





Ellen M. Cotter.Chair Ellen M. Cotter has been a member ofjoined our Board of Directors sinceon March 13, 2013, and currently serves as a member of our Executive Committee. Ms.Chairperson Cotter was appointed Chairperson of our Board on August 7, 2014 and has served as our interim President and Chief Executive Officer fromand President since June 12, 2015 until January 8, 2016, when she was appointed our permanent President and Chief Executive Officer.2014. She joined theour Company in March 1998. Ms.Chairperson Cotter is also a director of Cecelia Packing Corporation (a Cotter family-owned citrus grower, packer and marketer). In her capacity as the Co-Executor of the Estate of James J. Cotter, Chairperson Cotter (together with her sister and Co-Executor, Margaret Cotter) holds various positions in various real estate entities that are part of her father’s estate, which, include, without limitation, acting as the 50% Cotter general partner of Sutton Hill Associates, which is the parent company of Sutton Hill Capital, L.L.C. The Estate’s assets also include a captive insurance company providing insurance for50% non-managing member interest in Shadow View Land and Farming in which our Company is the Cotter family agricultural activities. Ms.50% managing member. Chair Cotter is a graduate of Smith College and holds a Juris Doctor from Georgetown University Law Center. Prior to joining theour Company, Ms.Chairperson Cotter spent four years in private practice as a corporate attorney with the law firm of White & Case in New York City. Ms.Chair Cotter is the sister of Vice-Chair Margaret Cotter and James J. Cotter, Jr.Cotter. Prior to being appointed as our President and Chief Executive Officer Ms.and President, Chair Cotter served for more than ten years as the Chief Operating Officer (“COO”("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 326,800 shares of Class A Stock and 427,808 shares of Class B Stock.  Ms. Cotter is a Co-Trustee of the James J. Cotter Foundation (the “Cotter Foundation”), which is the record holder of 102,751 shares of Class A Stock and Co-Trustee of the Cotter Living Trust, which is the record owner of 1,897,649 shares of Class A Stock and 696,080 shares of Class B Stock.

Ms. Cotter brings to our Board her more than twenty years of experience working in our Company’s cinema operations, both in the United States and Australia.  She has also served as the Chief Executive Officer of Reading’s subsidiary, Consolidated Entertainment, LLC, which operates substantially all of our cinemas in Hawaii and California. In addition, with her direct ownership of 817,533 shares of Class A Stock and 50,000 shares of Class B Stock and her positions as Co-Executor of her father’s estate and Co-Trustee of the Cotter Trust and the Cotter Foundation, Ms. Cotter is a significant stakeholder in our Company.  Ms. Cotter is well recognized in, and a valuable liaison to, the film industry.  In recognition of her contributions to the independent film industry, Ms.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.

Chair Cotter is the Co-Executor of her father's estate, which is the record owner of 326,800 shares of Class A Stock and 427,808 shares of Class B Stock (representing 25.5% of such Class B Stock). Chair Cotter is a Co-Trustee of the James J. Cotter Foundation (the "Cotter Foundation"), which is the record holder of 102,751 shares of Class A Stock and Co-Trustee of the Cotter Living Trust, which is the record owner of 1,692,649 shares of Class A Stock and 696,080 shares of Class B Stock (representing an additional 41.4% of such Class B Stock).



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 and as our Lead Technology and Cyber Risk Director. He is currently the Chairman of First Physicians Capital Group, a hospital management company.  For more than the past twelvefourteen (14) years, he has been a Managing Member of GWA Capital Partners, LLC, a registered investment adviser managing GWA Investments, LLC, a fund investing in various publicly traded securities. Over the past seventeennineteen (19) 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. At these companies, he has held a variety of board positions, including lead director, audit committee chairChair 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 transactions. He 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.Until 2018, Director Adams also provided services to a captive insurance company,companies, owned in equal shares by Ellen M.Chair Cotter, Vice-Chair Cotter, and Mr. James J. Cotter, Jr. and Margaret Cotter,, that provided insurance for the Cotter family agricultural activities. Mr.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.   MrDirectors, The Gold Standard Director Credential®. In 2018, Director Adams also serves as our Lead Technology and Cyber Risk Director and in 2018 completed the Cyber-Risk Oversight course presented by the National Association of Corporate Directors.



Dr. Judy Codding.  Dr.Director 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). Through family entities, Dr.Director Codding has been and continues to be involved in the real estate business in Florida (since    ) and the exploration of mineral, oil and gas rights in Maryland and Kentucky.



Dr.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.



Margaret Cotter.  Vice-Chair Margaret Cotter has been a Director ofjoined our Company sinceBoard on September 27, 2002, and on August 7, 2014 was appointed Vice Chairperson of our Board and currently serves as a member of our Executive Committee. She was appointed Vice-Chair of our Board on August 7, 2014. On March 10, 2016, our Board appointed Ms.Vice-Chair Cotter as Executive Vice President-Real Estate Management and Development-NYC, and Ms.at which time Vice-Chair Cotter became a full-time employee of our Company. In this position, Ms.Vice-Chair Cotter is responsible for the daily management of our live theatertheatre properties and operations, including the oversight of the day to dayday-to-day development process of our Union Square and Cinemas 1, 2, 3 propertiesproperty and oversight of our other New York, Chicago and Pennsylvania real estate holdings. Ms.Vice-Chair Cotter iswas the owner and President of OBI, LLC (“OBI”("OBI"), which, from 2002 until her appointment as Executive Vice President – Real Estate Management and Development- NYC, managed our live theatertheatre 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.Vice-Chair Cotter also served as the President of Liberty Theaters, LLC, the subsidiary through which we own our live theaters.theatre subsidiary. The OBI management agreement was terminated with Ms. Cotter’sVice-Chair Cotter's appointment as Executive Vice President-Real Estate Management and Development-NYC. See Certain Relationships and Related Transactions, and Director Independence, below for more information about the services provided by OBI.  Ms.Vice-Chair 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

Vice-Chair Cotter is a director of Cecelia Packing Corporation and, of a captive insurance company providing insurance for the Cotter family agricultural activities. Ms. Cotter, a former Assistant District Attorney for King’sKing's County in Brooklyn, New York, graduated from Georgetown University and Georgetown University Law Center. She is the sister of Ellen M. Cotter and James J. Cotter, Jr.  Ms. MargaretChair Cotter. Vice-Chair Cotter is a Co-Executor of her father’sfather's estate, which is the record owner of 326,800 shares of Class A Stock and 427,808 shares of our Class B Stock (representing 25.5% of such Class B Stock). Ms.Chair Cotter is also a Co-Trustee of the Cotter Living Trust, which is the record owner of 1,897,6491,692,649 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), the Co-Trustee of the Cotter Foundation, which is the record owner of 102,751 shares of Class A Stock, and the Co-TrusteeSole Trustee of the James J. Cotter 2005 Grandchildren’sEducation Trust #1, which is the record holder of 274,39084,956 shares of Class A Stock.  Ms.Stock and of which her children are the sole beneficiaries. Vice-Chair Cotter also holds various positions in her family’sfamily's agricultural enterprises. She is a director of Cecelia Packing Corporation. In her capacity as the Co-Executor of the Estate of James J. Cotter, Vice-Chair Cotter (together with her sister and Co-Executor, Ellen Cotter) holds various positions in various real estate entities that are part of her father’s estate, which, include, without limitation, acting as the 50% Cotter general partner 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.

Ms.

Vice-Chair Cotter brings to the Board her experience as a live theatertheatre producer, theater operator and an active member of the New York theatre community, which gives her insight into live theatertheatre business trends that affect our business in this sector, and in New York and Chicago real estate matters. Operating the daily oversight of our theater properties for over nineteentwenty (20) years, Ms.Vice- Chair Cotter contributes to the strategic direction for our developments. In addition, with her direct ownership of 814,973753,879 shares of Class A Stock and 35,100 shares of Class B Stock and her positions as Co-Executor of her father’sfather's estate and Co-Trustee of the Cotter Trust and the Cotter Foundation, and the Sole-Trustee of the James J. Cotter Grandchildren’sEducation Trust Ms.#1, Vice-Chair Cotter is a significant stakeholder in our Company.



Edward L. Kane. Director Edward L. Kane has beenjoined our Board on October 15, 2004 and currently serves as a Directormember of our Company since October 15, 2004.  Mr.Executive Committee and as the Lead Independent Director.  Director Kane served as the Chair of our Compensation Committee and as a member of the Audit Committee until January 22, 2019, and until his functions were moved to the Audit Committee in May 2016, as Chair of our Tax Oversight Committee.  Director 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.

Director Kane practiced as a tax attorney for many years in New York and in California.  During the 1990s, Mr.Director Kane also served as the ChairmanChair 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 ChairmanChair of Kane Miller Books, an award-winning publisher of children’schildren's books.  At various times during the past three decades, Mr.Director Kane has been Adjunct Professor of Law at two of San Diego’sDiego's law schools, most recently in 2008 and 2009 at Thomas Jefferson School of Law, and prior thereto at California Western School of Law.



In addition to his varied business experience, Mr.Director Kane brings to our Board his many years as a tax attorney and law professor.  Mr.Director 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 Special IndependentCompensation Committee. Mr. McEachern served on our Compensation Committee from May 14, 2016 to November 7, 2017. He has served as a member of the board and of the audit and compensation committees for Willdan Group, a Nasdaq listed engineering company, since 2009. 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, and until recently was a member of the finance committee of the Methodist Hospital of Arcadia. From September 2009 to December 2015, Mr.Director McEachern served as an instructor of auditing and accountancy at Claremont McKenna College. Mr. McEachern was an audit partner from July 1985 to May 2009 with the audit firm of Deloitte & Touche, LLP, with client concentrations in financial institutions and real estate. Mr.Director McEachern was also a Professional Accounting Fellow with the Federal Home Loan Bank board in Washington DC, from June 1983 to July 1985. From June 1976 to June 1983, Mr. McEachern was a staff member and subsequently a manager with the audit firm of Touche Ross & Co. (predecessor to Deloitte & Touche, LLP). Mr.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 fortyforty-two (42) 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.



Michael Wrotniak.  Director Michael Wrotniak has been a Director ofjoined our Company sinceBoard on October 12, 2015, and has servedcurrently serves as a memberthe Chair of our AuditCompensation Committee since October 25, 2015, and as a member of our Compensation Committee since November 7, 2017.the Audit Committee. Since 2009, Mr.Director Wrotniak has been the Chief Executive Officer of Aminco Resources, LLC (“Aminco”("Aminco"), a privately held international commodities trading firm. Mr.Director Wrotniak joined Aminco in 1991 and is credited with expanding Aminco’sAminco's activities in Europe and Asia. By establishing a joint venture with a Swiss engineering company, as well as creating partnerships with Asia-based businesses, Mr.Director Wrotniak successfully diversified Aminco’sAminco's product portfolio. Mr.Director Wrotniak became a partner of Aminco in 2002. Mr.Director Wrotniak is a member of the Board of Advisors of the Little Sisters of the Poor at their nursing home in the Bronx, New York since approximately 2004. Mr.Director Wrotniak graduated from Georgetown University in 1989 with a B.S. in Business Administration (cum laude).

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



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

Meeting Attendance



During the year ended December 31, 2017, ourOur Board met eleven times.of Directors held ten (10) meetings in 2019. The Audit Committee held ninesix (6) meetings, and the Compensation Committee held ten meetings. Thefive (5) meetings and the Executive Committee did not hold any meetings in 2017.2019. 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 20172019 Annual Meeting of Stockholders.

Meeting.  

Compensation of Directors



During 2017,2019, we paid our non-employee Directors a combination of (a) base annual cash fees for service as Directors; (b) base and special fees for service as members of standing and special committees; (c) base cash fees for service as chairsChairpersons of committees and (d) equity compensation for service as Directors in the form of restricted stock units, each of which are set forth in more detail below in the “Director Compensation Table.”

Director Compensation Table



The following table sets forth information concerning the compensation paid to persons who served as our non‑employee Directors during 2017 for their services as Directors.in 2019: