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

PROXY STATEMENT

Virtual Annual Meeting of Stockholders
Wednesday, November 7, 20182:00 p.m., EASTERN Time: wednesday, December 8, 2021



INTRODUCTIONRegistration Deadline for Attendance and Participation at Our Virtual Annual Meeting

5:00 p.m., Eastern Time: Friday, December 3, 2021



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 20182021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held in a virtual format via the Internet on Wednesday, November 7, 2018,December 8, 2021, commencing at 11:2:00 a.m.p.m., local time, at our Reading Cinemas located at the California Oaks Plaza, 41090 California Oaks Road, Murrieta, California 92562,Eastern Time, or at any adjournment or postponement thereof.

As of September 17, 2018,October 19, 2021, the record date for theour Annual Meeting (the “Record Date”), there were 1,680,590 shares of our Class B Voting Common Stock (“Class B Stock”) outstanding.

outstanding, held by 185 stockholders of record.

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

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.envisionreports.com/RDI.

Our Annual Meeting will be hosted on https://meetnow.global/MDU42HG  (“Annual Meeting Website”).

ABOUT THE ANNUAL MEETING AND VOTING

How do I register to attend Virtual Annual Meeting?

Why am I receiving these proxy materials?

This Proxy Statement is being sentThe Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast on our Annual Meeting Website.  You are entitled to allparticipate in the Annual Meeting only if you were a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare, Inc) of our stockholders of recordthe Company as of the close of business day September 17, 2018,on the Record Date, October 19, 2021,  or if you hold a valid legal proxy for the Annual Meeting if you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker.

If you are a registered stockholder on the Record Date you do not need to register to attend and participate in our Annual Meeting as you will be automatically pre-registered by Computershare, Inc.  Please visit our Board of Directors (our “Board”) to solicitAnnual Meeting Website and follow the instructions on the proxy of holders ofcard or your voting instruction form (also known as a “VIF”) that you received to access our Class B Stock to be voted at our 2018 Annual Meeting whichon the Internet. 

If you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend and participate in our Annual Meeting.  To register you must submit proof of your proxy power (legal proxy) reflecting your stock holdings along with your name and email address to Computershare directly.  Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on Friday, December 3, 2021.

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

Requests for registration should be directed to us at the following:

By E-mail: 

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

By mail:

Computershare, Inc.

Reading International, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

What if I have trouble accessing the Annual Meeting virtually?

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

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

We encourage you to access the meeting prior to the start time to allow time to resolve any technical issues that you might experience with logging in or attending our Annual Meeting arise.  Live technical support will be held on Wednesday, November 7, 2018, at 11:00 a.m. local time, atavailable if you have any problems accessing our Reading Cinema located at the California Oaks Plaza, 41090 California Oaks Road, Murrieta, California, 92562.Annual Meeting Website.  For further assistance should you need it you may call 1-888-724-2416.



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

There are three 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 (2021) (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,  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 above.

As an initial step, in order to access and participate in our Annual Meeting, you will need to register in advance of the meeting if you did not hold your shares with our stock transfer agent at October 19, 2021, and were therefore not automatically pre-registered by Computershare.  If you hold your shares through an intermediary, such as a bank or broker, please make sure to follow the instructions in the section above – How do I Register to Attend Virtual Annual Meeting - in order to register for our Annual Meeting.  We have adopted this registration procedure in order to assure the integrity of our Annual Meeting and the voting that takes place at that meeting and to comply with the Nevada Corporation Law.    All registered participants will be able to attend our Annual Meeting webcast, ask a question and vote online.

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

Ms. Margaret Cotter, Ms. Ellen Cotter, our President and Chief Executive Officer, and other members of management may address 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 2021AnnualMeeting@ReadingRDI.com or during the course of our Annual Meeting using the log-in and meeting text procedure.

The Presiding Officer has broad authority to conduct our Annual Meeting in an orderly and timely manner.  This authority includes establishing rules for stockholders who wish to address the meeting or bring matters before the Annual Meeting, which rules will be posted to our Annual Meeting Website.  These rules reflect the fact that there will be no physical meeting, and that stockholder communications during the meeting will need to be by text rather than orally.  The Presiding Officer may exercise broad discretion in responding to such texts and in communicating such texts with other 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 us during the meeting will be able to do so.  The Presiding Officer has authority, in her discretion, to recess or adjourn our Annual Meeting at any time.  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, (i) by or at the direction of  the Chair, or our Board, or (ii) by holders of record of our Class B Stock.   

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, to nominate candidates to run for director and/or to bring non-agenda matters 

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

Once logged-in, you will be able to text questions or other communication to the Secretary of the Meeting (the “Meeting Text Function”).  Any Class B stockholder wishing to nominate a candidate for election to our Board, in addition to the candidates nominated by our Board, to comment on a matter before the meeting, or to bring a new matter before the meeting may do so using this Meeting Text Function.  Note, the nomination of an individual to stand for election as a director will require (i) a second (which may also be provided by using the Meeting Text Function  by any other 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 in your account.  As a beneficial owner, you are invited to attend our Annual Meeting.  However, since you are not a stockholder of Class B Stock outstanding, and approximately 370 holders of record.  Each share of Class B Stock is entitledrecord, you may not vote your shares at our Annual Meeting, to one vote on each matter properly broughtnominate candidates to run for director and/or to bring non-agenda matters before the Annual Meeting.

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, holders of Class A Stock will need to register in advance of our Annual Meeting if you did not hold your shares with our stock transfer agent at October 19, 2021, and were therefore not automatically pre-registered by Computershare.  If you hold your shares through an intermediary, such as a bank or broker, please make sure to follow the instructions in the section above – How do I Register to Attend Virtual Annual Meeting - in order to register for our Annual Meeting.

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 noticeset of proxy materials or a separate voting instruction cardVIF for each brokerage account in which you hold shares.  If you are a stockholder of record and your shares are registered in more than one name, you may receive more than onea separate copy of this Proxy Statementthe proxy materials or more than onea separate proxy card.

card under each name under which your shares are so registered.

To vote all of your shares of Class B Stock by proxy card, you must either (i) complete, date, sign and return each proxy card (and voting instruction card)(and/or VIF) that you receive or (ii) vote over the Internet or by telephone the shares represented by each noticeproxy card (and/or VIF) that you receive.  Alternatively, if you are a record owner or hold a 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 participating in our Annual Meeting and using the ballotvoting function (the “Meeting Voting Function”) of the unique link provided at theto you after you log-in to our Annual Meeting.Meeting Website.  Even if you plan to attend 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 to our Board and to bring before the meeting other matters proper for consideration by stockholders at our Annual Meeting.

Beneficial Owner.  If you hold your shares of Class B Stock through a broker, bank, 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 to our Board or to bring before the meeting any other matters for consideration by stockholders at our Annual Meeting.

How do I vote?

Proxies are solicited to give all holders of 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, 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, and will not be permitted to vote on Proposal 1 or Proposal 3.

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 sevenfive  (5) nominees receiving the highest number of affirmative votes will be elected.  If “withhold authority” or “abstain” is selected on a matter to be voted on for which approval by a majority of the votes cast at the meeting is required (specifically, Proposal 2, the Independent Auditor Ratification ProposalProposal; and Proposal 3, 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,189 Second Avenue, Suite 300, Culver City, CA 902302S, New York, New York 10003 between the hours of 9:009.00 a.m. and 5:005.00 p.m., local time,Eastern 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.

(212)  871-6840.

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,Computershare, Inc. 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 sevenfive  (5) nominees for election as Directors at theour Annual Meeting who receive the highest number of “FOR” votes for the available Board seats will be elected as Directors.  This is

called plurality voting.  Unless you indicate otherwise, the persons named as your proxies will vote your shares FOR all the nominees for Directors named in Proposal 1.  If your shares are held by a broker or other nominee and you would like to vote your shares for the election of Directors in Proposal 1, you must instruct the broker or nominee to vote “FOR” for each of the candidates for whom you would like to vote.  If you give no instructions to your broker or nominee, then your shares will not be voted 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 72% of the Class B Stock that they currently intend to vote “FOR” the election of each of the candidates nominated by our Board.  Accordingly, it is anticipated that each of these individuals will be elected.

Proposal 2 (the 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 72% 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 3 (the Advisory Vote on Executive Officer Compensation Proposal):  This proposal requires the “FOR” vote of a majority of the votes cast in order to pass.    Because your vote is advisory, it will not be binding on 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 72% 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 five  (5) nominees receiving the highest total votes for the number of seats on the Board will be elected as directors.  Only votes “FOR” and “AGAINST” will be counted for Proposal 2 (the Auditor RatificationIndependent Auditory Proposal) since abstentions are not counted as votes cast. Only votes “FOR” and “AGAINST” will be counted for Proposal 3 (the Advisory Vote on Executive Officer Compensation Proposal), since abstentions and broker non-votes are not counted as votes cast.

cast for purposes of these proposals.

Is my vote kept confidential?

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

How will the Annual Meeting be conducted?

In accordance with 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.Margaret Cotter is our Chair President and Chief Executive Officer.  Ellen M. Cotter has been an executive with our Company for more than 20 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.  On the real estate side, she has been involved in the acquisition and development of all of our domestic cinema locations brought on line since she joined our Company.  Historically our Board has chosen to combine the roles of the Chair and the Chief Executive Officer.  At the present time, 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 Chair and Chief Executive Officer, who is also a member of the Cotter Family (which currently controls over 70% of the voting power of our Company, a leadership structure in which many of our stockholders have invested), and also (iii) reflects the reality of our status as a “controlled company” under relevant NASDAQ Listing Rules.

Margaret Cotter is our current Vice-Chair and also serves as our Executive Vice President –  Real Estate Management and Development - NYC.  Margaret Cotter has served as a director of our Company since 2002.  Over that time, she has also been responsible for the operationmanagement of our domestic live theaters for more than 18 years and has for more thantheatre properties.  At the past 6 years been leading the re-developmentpresent time, our Board continues to believe that having a Board Chair who is also a senior executive officer of our New York properties. In recent periods, her area of responsibility has expanded to include oversightCompany is in the best interests of our development efforts with respect toCompany and our other East Coaststockholders, as such a structure (i)  continues the tradition of having a member of the Cotter family (which currently controls approximately 72% of the voting power of our Company) serve as Chair, a leadership structure in which many of our stockholders have invested, (ii) recognizes the ongoing value of Margaret Cotter as the head of our east coast real estate operations (a responsibility that she has had in various capacities for some 20 years) and Midwestern properties, including those in Philadelphiaalso (iii) reflects the reality of our status as a “controlled company” under relevant Nasdaq Listing Rules and Chicago.

the fact that Margaret Cotter, as the sole trustee of the Cotter Voting Trust (described below), upon the funding of that trust will have sole voting power over approximately 67% of the outstanding Class B Stock.  Ellen M. Cotter hasis our Vice-Chair and also serves as our Chief Executive Officer and President.  Prior to her appointment in 2015 as our Chief Executive Officer and President, she principally focused on the cinema operations aspects of our business, including the development of our various cinema assets. 

Margaret Cotter and Ellen M. Cotter each have a substantial stake in our business, directly owning, directly 817,533respectively,  759,876 shares of Class A Stock and 35,100 shares of Class B Stock, and 790,665 shares of Class A Stock and 50,000 shares of Class B Stock.1  In addition,  Margaret Cotter likewise has a substantial stake in our business, owning directly 814,973 shares of Class A Stock and 35,100 shares of Class B Stock.  In addition, Ellen M. Cotter and Margaret Cotter are the Co-Executors of 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, EllenMargaret Cotter and MargaretEllen M. Cotter have sole or shared voting control over an aggregate of 1,208,988 shares or 71.9%representing approximately 72% of our outstanding 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.Board this year.  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, as our Lead Independent Director.  It is currently anticipated that an Independent Director will be appointed to this position at the annual organizational meeting of our Board following the Annual Meeting.    Historically, our Lead Independent Director chairs meetings of the Independent Directors (typically held as a separate part of each board meeting)meetings) and acts as liaison between our Chair, President and Chief Executive Officer and President and our Independent Directors. 

We also currently have a four-member Executive Committee composed of our Chair, Vice-Chair, 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 Ellen Cotter was appointed our Chief Executive Office in 2015, has (i) adopted a best practices charter for our Compensation Committee, (ii) adopted a new best practices charter for our Audit Committee, (iii) completed, with the assistance of compensation consultants Willis Towers Watson and outside counsel Greenberg Traurig, LLP, a complete  review of our compensation practices, in order to bring them into alignment with current best practices, (iv)

adopted a new Code of Business Conduct and Ethics, and(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 funds.

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

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



We believe that our Directors bring a broad range of leadership experience to our Company and regularly contribute to the thoughtful discussion involved in effectively overseeing the business and affairs of 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.Chair.  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 Considerations

While our Company is currently a controlled company under applicable NASDAQNasdaq Listing Rules with over 70%72% of the voting power of our Company being currently heldbeneficially owned by EllenChair Margaret Cotter and MargaretVice-Chair Ellen M. Cotter, the ongoing control of our Company by the Cotter Familyfamily is currently being challenged by the court appointed Guardian Ad Litem for the grand children of Mr. James J. Cotter, Sr. who is seeking court authorization to divide the Cotter Voting Trust into two trusts (2/5th of the holdings to go to a trust for the benefit of the children of Margaret Cotter and 3/5ths of the holdings to go to a trust for the benefit of the children of James J. Cotter, Jr.) and thereafter to market and sell such shares (the “Break Up and Sale Motion”).  As discussed in greater detail below, the Guardian Ad Litem was appointed in the Trust Case (as defined below) prior to the resolution of the voting control disputes between Margaret Cotter and Ellen M. Cotter, on the one hand, and James J. Cotter, Jr., on the brotherother hand, to represent the interests of Ellenthe grandchildren of James J. Cotter, Sr., who are the beneficiaries of the Voting Trust in connection with that litigation.  Margaret Cotter and Ellen M. Cotter, as the Trustees of the Cotter Living Trust and, in the case of Margaret Cotter.  Certain information regarding this challenge is set forth below.

Cotter, as the sole Trustee of the Voting Trust and as the legal guardian of her children, have filed motions to have the Guardian Ad Litem removed (the “Removal Motion”) citing, among other things, conflict of interest on the part of the Guardian Ad Litem and the resolution of the litigation claims which were the basis for the appointment of the Guardian Ad Litem.

Up until his death on September 13, 2014, Mr. James J. Cotter, Sr., the father of Ellen Cotter,Chair Margaret Cotter, Vice-Chair Ellen M. Cotter, and Mr. James J. Cotter, Jr. (deceased), 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 applicable 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 EllenChair Margaret Cotter and MargaretVice-Chair Ellen M. 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 Margaret Cotter and Vice-Chair Ellen M. Cotter are the case captionedsole Co-Trustees of the Cotter Living Trust and that 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”), to determine which.

Notwithstanding the resolution of two trust documents controlled the Cotter Living Trustvoting control issue and the Reading Voting Trust. Onpassing on March 23, 2018, the California Superior Court ruled that the trust document advocated by10, 2021 of Mr. Cotter, Jr., was invalid.  That ruling has become finalthe Guardian Ad Litem continues to advocate the breaking up and non-appealable.  Accordingly, it has now been judicially established that Ellen Cotter and Margaret Cotter are the Co-Trusteessale of the Cotter Living Trust, andControl Block (and with such sale, a sale of control of our Company). 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 anThe ex parte motion in the Trust Case seeking the appointment of a trustee ad litemGuardian Ad Litem’s Break Up and Sale Motion 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 break up and 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 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 cinema industry substantially recovers from the impacts of the COVID-19 pandemic.     

The Guardian Ad Litem’s Break up and Sale 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 EllenChair Margaret Cotter and MargaretVice-Chair Ellen M. 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.Class B 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.Class B Stock.  We are advised, based upon public filings made by one or more of Ellen Cotter, Margaret Cotter and James J. Cotter, Jr. (the “Cotter Filings”)court orders 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 outstanding Class B Stock, and, at such time as the Cotter Estate is probated, may receive up to an additional 25.5% of our outstanding 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 or the Cotter Voting 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 and/or the Cotter Voting 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 Ellen M.Chair Margaret Cotter and MargaretVice-Chair Ellen M. 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, 2018,31, 2021, and subsequent Form 10-K/As filed on April 30, 2021, 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 1213 – “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, Chair Margaret Cotter and Vice-Chair Ellen M. Cotter and Margaret Cotter beneficially ownowned, as of the Record Date, 1,208,988 shares, or 71.9%approximately 72% of our outstanding 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 20182021 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. Ellen M. Cotter, Ms.Director Guy W. Adams, who serves as Chair, Lead Independent Director Michael Wrotniak, Chair Margaret Cotter, and Messrs. Guy W. Adams and Edward L. Kane.Vice-Chair Ellen M. 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.

2020.  Until May 2021, the role of Lead Independent Director was held by Director Edward L. Kane who served as a director of our Company from 2004 until his retirement effective May 19, 2021.

Audit Committee.  Our Audit Committee operates pursuant to its Chartercharter which is available on our website at http:https://www.readingrdi.com/about/#committee-charters.investor.readingrdi.com/governance/governance-documents/default.aspx. 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 Chair of our Audit Committee, is an Independent Director who meets the foregoing guidelines and is qualified as an Audit Committee Financial Expert.  Our Audit Committee is currently composed of Mr.Director McEachern, who serves as Chair, Mr. Edward L. KaneDirector Dr. Judy Codding and Mr.Director Michael Wrotniak.  The Audit Committee held ninesix (6) meetings during 2017.

2020.  All members attended at least 75% of such meetings.

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, Director Dr. 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:https://www.readingrdi.com/about/#committee-charters.investor.readingrdi.com/governance/governance-documents/default.aspx. 

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 thanincluding the President and Chief Executive Officer; provided thatOfficer and President. However, pursuant to the charter, compensation decisions related to members of the Cotter Familyfamily remain vested in the full Board, so our Compensation Committee makes recommendations for Cotter family executive officers, subject to the approval of the 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 tennine (9) meetings during 2017.2020.  All members attended at least 75% of such meetings.

Other Board Committees.  Our Board has also appointed a Special Independent Committee and a Special Litigation Committee, whose functions have been described early 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 20182021 Annual Meeting.

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

Our 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 sevenall five  (5) 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:https://www.readingrdi.com/about/#policies-and-guidelinesinvestor.readingrdi.com/governance/governance-documents/default.aspx.



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



Review, 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:https://www.readingrdi.com/about/#committee-chartersinvestor.readingrdi.com/governance/governance-documents/default.aspx.  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, James J. Cotter, Jr., has since June 12, 2015, been asserting various purported derivative claims against our directors and our Company, pursuant to a lawsuit titled “James J. Cotter, Jr., individually and derivatively on behalf of Reading International, Inc. vs. Margaret Cotter, et al.” Case No,: A-15-719860-V, Dept. XI,  in the Eighth Judicial District Court of the State of Nevada for Clark County (the “Nevada District Court”).   Mr. Cotter, Jr.’s lawsuit, as amended from time to time, is referred to herein as the “Cotter Jr. Derivative Action” and his complaint, as amended from time to time, is referred to herein as the “Cotter Jr. Derivative Complaint.”  The defendant directors named in the Cotter Jr. Derivative Complaint, from time to time, are referred to herein as the “Defendant Directors.”

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

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

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.DRAFT - Sept. 29, 2021

DRAFT - Sept. 29, 2021

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

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

PROPOSAL 1:  ELECTION OF DIRECTORSElection of Directors

Nominees for Election

Seven DirectorsFive (5) directors are to be elected at our Annual Meeting to serve until the Annual Meeting of Stockholders to be held in 20192022 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 sevenfive  (5) nominees for election to the Board who receive the greatest number of votes cast for the election of Directors by the shares present and entitled to vote will be elected Directors.  The nominees named have consented to serve if elected.

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



(1)Member of the Executive Committee.

(2)Member of the Audit and Conflicts Committee.

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

(4)Lead Technology and Cyber Risk Director.

(5)Chair of the Executive Committee.

(6)Chair of the Audit and Conflicts Committee.

Margaret Cotter.  Chair Margaret Cotter joined our Board on September 27, 2002, and currently serves as a member of our Executive Committee.  She was elected Chair of our Board on December 8, 2020.  Prior to this, Chair Cotter served as the Vice-Chair of our Board from August 7, 2014 to December 7, 2020. On March 10, 2016, our Board appointed Chair Cotter as Executive Vice President-Real Estate Management and Development-NYC, at which time Chair Cotter became a full-time employee of our Company.  In this position, Chair Cotter is responsible for the daily management of our live theatre properties and operations, including the oversight of the day-to-day development process of our 44 Union Square property and oversight of our other New York and Pennsylvania real estate holdings.  Chair Cotter is also a theatrical producer who has produced shows in Chicago and New York and during the period 2004 to 2017, served as board member of the League of Off-Broadway Theaters and Producers.

Chair Cotter is a former Assistant District Attorney for King's County in Brooklyn, New York, graduated from Georgetown University and Georgetown University Law Center.  She is the sister of Vice-Chair Ellen M. Cotter.  Chair Cotter is a Co-Executor of her father's estate, which is the record owner of 326,800 shares of Class A Stock and 427,808 shares of our Class B Stock (representing 25.5% of such outstanding Class B Stock). Chair Cotter is also a Co-Trustee of the Cotter Living Trust, which is the record owner of 1,416,649 shares of Class A Stock and 696,080 shares of Class B Voting Common Stock (representing an additional 41.4% of such outstanding 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 Sole Trustee of the James J. Cotter Education Trust #1, which is the record holder of 84,956 shares of Class A Stock and of which her children are the sole beneficiaries. Chair Cotter also holds various positions in her family'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, Chair Cotter (together with her sister and Co-Executor, Ellen M. 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. That limited liability company is currently being wound up, having sold in 2021 its only asset: certain land in Coachella, California.



Ellen M. Cotter.  Vice-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.Vice-Chair Cotter was appointed Chairpersonserved as Chair of our Board onfrom August 7, 2014 until December 7, 2020, and served as our interim President and Chief Executive Officer and President from June 12, 2015 until January 8, 2016, when she was appointed our permanent President and Chief Executive Officer.Officer and President.  She joined theour Company in

March 1998. Ms. CotterVice-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, Vice-Chair 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 insurance50% non-managing member interest in Shadow View Land and Farming in which our Company is the 50% managing member.  That limited liability company providing insurance for the Cotter family agricultural activities. Ms.is currently being wound up, having sold in 2021 its only asset:  certain land in Coachella, California.  Vice-Chair Cotter is a graduate of Smith College and holds a Juris Doctor from Georgetown University Law Center.  Prior to joining theour Company, Ms.Vice-Chair 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 Chair Margaret Cotter and James J. Cotter, Jr.Cotter. Prior to being appointed as our President and Chief Executive Officer Ms.and President, Vice-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.Vice-Chair Cotter was awarded the first Gotham Appreciation Award at the 2015 Gotham Independent Film Awards. She was also inducted that same year into the Show East Hall of Fame.

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



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

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

Dr. Codding brings to our Board her experience as an entrepreneur, 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.  Margaret Cotter has been a Director of our Company since 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. On March 10, 2016, our Board appointed Ms. Cotter as Executive Vice President-Real Estate Management and Development-NYC, and Ms. Cotter became a full-time employee of our Company.  In this position, Ms. Cotter is responsible for the daily management of our live theater properties and operations, including the oversight of the day to day development process of our Union Square and Cinemas 1, 2, 3 properties and oversight of our Chicago and Pennsylvania real estate holdings.  Ms.Vice-Chair Cotter is the owner and President of OBI, LLC (“OBI”), which, from 2002 until her appointment as Executive Vice President – Real Estate Management and Development- NYC, managed our live theater operations under a management agreement and provided management and various services regarding the development of our New York theater and cinema properties.  Pursuant to the OBI management agreement, Ms. Cotter also served as the President of Liberty Theaters, LLC, the subsidiary through which we own our live theaters.  The OBI management agreement was terminated with Ms. Cotter’s appointment as Executive Vice President-Real Estate Management and Development-NYC. See Certain Relationships and Related Transactions, and Director Independence, below for more information about the services provided by OBI.  Ms. Cotter is also a theatrical producer who has produced shows in Chicago and New York and in May 2017, due to other commitments, stepped down as a long-time board member of the League of Off-Broadway Theaters and Producers. She is a director of Cecelia Packing Corporation and, of a captive insurance company providing insurance for the Cotter family agricultural activities. Ms. Cotter, a former Assistant District Attorney for King’s County in Brooklyn, New York, graduated from Georgetown University and Georgetown University Law Center.  She is the sister of Ellen M. Cotter and James J. Cotter, Jr.  Ms. Margaret Cotter is a Co-Executor of her father’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 outstanding Class B Stock).  Ms.Vice-Chair Cotter is also 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 1,897,6491,416,649 shares of Class A Stock and 696,080 shares of Class B Voting Common Stock (representing an additional 41.4% of such outstanding Class B Stock), the Co-Trustee of the Cotter Foundation, which is the record owner of 102,751 shares of Class A Stock, and the Co-Trustee of the Cotter 2005 Grandchildren’s Trust, which is the record holder of 274,390 shares of Class A Stock.  Ms. Cotter also holds various positions in her family’s agricultural enterprises.  .

Ms.Vice-Chair Cotter brings to theour Board her more than twenty-three (23) years of experience working in our Company's cinema operations, both in the United States and Australia.  She has also served as a live theater producer, theater operator and an active memberthe Chief Executive Officer of the New York theatre community, which gives her insight into live theater business trendssubsidiary that affect our business in this sector, and in New York and Chicago real estate matters.  Operating the daily oversightoperates substantially all of our theater properties for over nineteen years, Ms. Cotter contributes to the strategic direction for our developments.cinemas in Hawaii and California.  In addition, with her direct ownership of 814,973797,103 shares of Class A Stock and 35,10050,000 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 James J. Cotter Grandchildren’s Trust, Ms.Vice-Chair Cotter is a significant stakeholder in our Company. Vice-Chair Cotter is well recognized in, and a valuable liaison to, the film industry.



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

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

Douglas J. McEachern.  Director Douglas J. McEachern has been a Director ofjoined our Company sinceBoard on May 17, 2012. Mr. McEachern2012, and currently serves as the Chair of our Audit Committee, a position he has held since August 1, 2012, and as a member of our 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-three (43) 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.  Michael Wrotniak has been a Director of our Company since October 12, 2015, and has served as a member of our Audit Committee since October 25, 2015, and as a member of our Compensation Committee since November 7, 2017.  Since 2009, Mr. Wrotniak has been the Chief Executive Officer of Aminco Resources, LLC (“Aminco”), a privately held international commodities trading firm.  Mr. Wrotniak joined Aminco in 1991 and is credited with expanding Aminco’s activities in Europe and Asia.  By establishing a joint venture with a Swiss engineering company, as well as creating partnerships with Asia-based businesses, Mr. Wrotniak successfully diversified Aminco’s product portfolio.  Mr. Wrotniak became a partner of Aminco in 2002.  Mr. Wrotniak is a member of the Board of Advisors of the Little Sisters of the Poor at their nursing home in the Bronx, New York since approximately 2004.  Mr. Wrotniak graduated from Georgetown University in 1989 with a B.S. in Business Administration (cum laude).

Mr. 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 fifteen (15) meetings in 2020.  The Audit Committee held ninesix (6) meetings, and the Compensation Committee held ten meetings. Thenine (9) meetings and the Executive Committee did not hold any meetings in 2017.2020. 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 20172020 Annual Meeting of Stockholders.

Meeting.  

Compensation of Directors

During 2017,2020, 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 chairsChair 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 2020:











(4)Represents payment of Base Director Fee of $50,000, Executive Committee Chair Fee of $20,000 and Lead Technology and Cyber Risk Director Fee of $15,000.

(5)Represents payment of Base Director Fee of $50,000, Compensation Committee Member Fee of $7,500, Audit Committee Member Fee of $10,000, and Special Independent Committee Member Fee of $7,500.

(6)2017Represents payment of Base Director Fee of $50,000, Executive Committee Member Fee of $7,500, a pro-rated Lead Independent Director Fee of $11,719 and a prorated Vice-Chair Fee of $2,500.

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

(8)Represents payment of Base Director Fee of $50,000, Audit Committee Member Fee of $10,000, and Compensation Committee Chair Fee of $15,000, and pro-rated Lead Independent Director Fee of $781.

2020 and Future Director Compensation

As discussed below in “Compensation Discussion and Analysis,” the Executive Committee of ourOur Board upon the recommendation of our Chief Executive Officer, requested the Compensation Committee to evaluate the Company's compensation policy for outside directors and to establish a plan that encompasses sound corporate practices consistent with the best interests of theour Company.  Our Compensation Committee undertook to review, evaluate, reviseperiodically reviews, evaluates, revises and recommendrecommends the adoption of new compensation arrangements for executive and management officers and outside directors of theour Company.  In January 2017,such matters, the Compensation Committee has retained the international compensation consulting firm firms

of Willis Towers Watson in 2019 and earlier and AON beginning in 2020 as its advisoradvisors in this process and also relied on our legal counsel, Greenberg Traurig, LLP.

The process followedAfter input was received, reviewed, discussed and considered by our Compensation Committee was similar to that in scope and approach used2019, including peer group data compiled by the Compensation Committee in considering executive compensation. Willis Towers Watson reviewedregarding the base fee and presented to theequity awards for Directors, our Compensation Committee recommended and our Board authorized that the competitivenessfollowing compensation for our non-employee directors for 2020 through the director terms that ended on December 8, 2020, the date of the Company’s outside director compensation. The Company’s outside director compensation was compared to the compensation paid by the 15 peer companies (identified “Compensation Discussion and Analysis”). Willis Towers Watson’s key findings were:our 2020 Annual Meeting:

The foregoing observations and recommendations were studied, questioned and thoroughly discussed by our Compensation Committee, Willis Towers Watson and legal counsel over the course of our Compensation Committee meetings.  Among other things, our Compensation Committee discussed and considered the recommendations made by Willis Towers Watson regarding Director retainer fees and equity awards for Directors. Following discussion, our Compensation Committee recommended and our Board authorized that:

Upon the election of our Board on December 8, 2020, and after input was received, reviewed, discussed and considered by our Compensation Committee, including peer group data compiled by AON regarding the base fee and equity awards for Directors, our Compensation Committee recommended and our Board authorized the same directors fees as above, but added an annual retainer for the Special Independent Committee of $7,500 for any member.

In support of our Company’s liquidity management efforts, in December 2020, each of our outside directors deferred receipt of their first quarter 2021 base director fees and committee retainers until third quarter 2021.

Since our 2019 Annual Meeting was held just six months after our 2018 Annual Meeting, the Directors reduced the RSU grant for that year from $70,000 to $35,000. These RSUs vested on May 6, 2020, the anniversary of our 2019 Annual Meeting.  However, in 2020, our Annual Meeting of Stockholders was held December 8, 2020, nineteen months after our 2019 Annual Meeting.  This resulted in an approximately seven-month period when no director equity grants were issued.  An RSU grant in the amount of $35,000, or 6,731 shares, weas made to each of our outside directors in August 2021 to address this shortfall.  Our Compensation Committee and our Board intend to reevaluate the structure and timing of director equity compensation ".



Vote Required

The sevenfive  (5) nominees receiving the greatest number of votes cast at theour Annual Meeting will be elected to the Board.

The Board has nominated each of the nominees discussed above to hold office until the 2019our 2022 Annual Meeting of Stockholders and thereafter until his or her respective successor has been duly elected and qualified.  Each nominee has agreed to be nominated and, if elected, to serve as a director of our Company.  The Board has no reason to believe that any nominee will be unable or to serve and all nominees named have consented to serve if elected.

Ellen M.Chair Cotter and MargaretVice-Chair Cotter, who together have shared voting control over an aggregate of 1,208,988 shares, or 71.9%,approximately 72% of our outstanding Class B Stock, have informed the Board that they intend to vote the shares beneficially held by them in favor of seventhe five  (5) nominees named in this Proxy Statement for election to the Board discussed under Proposal 1 (the Election of Directors).

Recommendation of the Board

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.





PROPOSAL 2:  RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Grant Thornton LLP (“Grant Thornton”) as theour Company’s independent registered public accounting firm (independent auditors) to audit the consolidated financial statements and internal control over financial reporting of theour Company for the fiscal year ending December 31, 2018.  The2021.  Grant Thornton was engaged as our independent registered public accounting firm for the years ended 2011 thru 2020.  Our Company is seeking stockholder ratification of such action.  the appointment of Grant Thornton as our independent registered public accounting firm for 2021.

Stockholder ratification of the appointment of Grant Thornton is not required by our bylaws or otherwise.  However, we are submitting the appointment of Grant Thornton to the stockholders for ratification as a matter of good corporate practice.  If the stockholders fail to ratify the selection, the Audit Committee will consider whether or not to retain Grant Thornton.  Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of theour Company and its stockholders.



Vote Required

The approval of this proposal requires the number of votes cast in favor of this proposal to exceed the number of votes cast in opposition to this proposal.proposal. 

Ellen M.Chair Cotter and MargaretVice-Chair Cotter, who together have shared voting control over an aggregate of 1,208,988 shares, or 71.9%,approximately 72% of our outstanding Class B Stock, have informed the Board that they intend to vote the shares beneficially held by them in favor of the ratification of appointment of Grant Thornton as theour Company’s registered independent auditorpublic accounting firm discussed under Proposal 2 (the Independent Auditor Ratification Proposal).

Recommendation of the Board

The Board OF DIRECTORS recommends a vote “FOR” APPROVAL OF THE independent AUDITOR RATIFICATION OF APPOINTMENT OF GRANT THORNTON AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.PROPOSAL.

Grant Thornton, independent registered public accounting firm, was engaged as our independent registered public accounting firm for the years ended 2011 to 2017.

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") requires that our stockholders have the opportunity to cast a non-binding, advisory vote regarding the approval of the compensation of our “named executive officers” as disclosed in this Proxy Statement. A description of the compensation paid to these individuals is set out below under the heading, “Executive Compensation.”

We believe that our compensation policies for the named executive officers are designed to attract, motivate, and retain talented executive officers and are aligned with the long-term interests of our stockholders. This advisory stockholder vote, commonly referred to as a “say-on-pay” vote, gives you as a stockholder the opportunity to approve or not approve the compensation of the named executive officers that is disclosed in this Proxy Statement by voting for or against the following resolution (or by abstaining with respect to the resolution).

At our Annual Meeting of Stockholders held on November 7, 2017,December 8, 2020, we held an advisory vote on executive compensation.  Our stockholders voted in favor of our Company’s executive compensation, as well as in favor to change the “say on pay” vote to an annual vote.  Our Board and our Compensation Committee reviewed the results of the advisory vote on executive compensation in 20172020 and, as the vote approved our executive compensation for 2016,2019, we did not make any changes to our compensation based on the results of the vote. Our next advisory vote of our stockholders on executive compensation will be at our 2018 Annual Meeting of Stockholders.

This vote is advisory in nature and therefore is not binding on our Board or our Compensation Committee.  However, our Board and our Compensation Committee will take into account the outcome of the stockholder vote on this proposal when considering future executive compensation arrangements.  Furthermore, this vote is not intended to address any specific item of compensation, but rather the overall compensation of our “named executive officers” and our general compensation policies and practices.

Vote Required

The approval of this proposal requires the number of votes cast in favor of this proposal to exceed the number of votes cast in opposition to this proposal.proposal. 

Ellen M.Chair Cotter and MargaretVice-Chair Cotter, who together have shared voting control over an aggregate of 1,208,988 shares, or 71.9%,approximately 72% of our outstanding Class B Stock, have informed the Board that they intend to vote the shares beneficially held by them in favor of the advisory vote on the “say on pay” for our “named executive officers” discussed under Proposal 23 (the Advisory Vote on Executive Officer Compensation Proposal).

Recommendation of the Board

The Board OF DIRECTORS recommends a vote “FOR” the approval OF theTHE ADVISORY VOTE ON EXECUTIVE OFFICER compensation paid to our named executive officers.proposal.  

REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee of our Board with respect to our audited financial statements for the fiscal year ended December 31, 2017.

2020.

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The purpose of the Audit Committee is to assist our Board in its general oversight of our financial reporting, internal controls and audit functions.  The Audit Committee operates under a written Chartercharter adopted by our Board.  The Chartercharter is reviewed periodically and subject to change, as appropriate.  The Audit Committee Chartercharter describes in greater detail the full responsibilities of the Audit Committee.

In this context, the Audit Committee has reviewed and discussed the Company’s audited financial statements with management and Grant Thornton LLP, our independent auditors.  Management is responsible for: the preparation, presentation and integrity of our financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.  Grant Thornton LLP is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as an opinion on (i) management’s assessment of the effectiveness of internal control over financial reporting and (ii) the effectiveness of internal control over financial reporting.

The Audit Committee has discussed with Grant Thornton LLP the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees” and PCAOB Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with Audit of Financial Statements.”  In addition, Grant Thornton LLP has provided the Audit Committee with the written disclosures and the letter required by the Independence Standards Board Standard No. 1, as amended, “Independence Discussions with Audit Committees,” and the Audit Committee has discussed with Grant Thornton LLP their firm’s independence.

Based on their review of the consolidated financial statements and discussions with and representations from management and Grant Thornton LLP referred to above, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 20172020 for filing with the SEC.

It is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate and in accordance with accounting principles generally accepted in the United States.  That is the responsibility of management and our independent registered public accounting firm.

In giving its recommendation to our Board, the Audit Committee relied on (1) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and (2) the report of our independent registered public accounting firm with respect to such financial statements.

BENEFICIAL OWNERSHIP OF SECURITIES

Except as described below, the following table sets forth the shares of Class A Stock and Class B Stock beneficially owned on September 1, 2018the Record Date (October 19, 2021) by:



Except as noted, and except pursuant to applicable community property laws, we believe that each beneficial owner has sole voting power and sole investment power with respect to the shares shown.  An asterisk (*) denotes beneficial ownership of less than 1%.





(1)Percentage ownership is determined based on 20,128,813 shares of Class A Stock and 1,680,590 shares of Class B Stock outstanding as of October 19, 2021.  Beneficial ownership has been determined in accordance with SEC rules.  Shares subject to options, RSUs or PRSUs that are currently exercisable or that have vested, or that will become exercisable or will vest within 60 days, and (ii) RSUs and PRSUs that will vest within 60 days, following the date as of which this information is provided, and not subject to repurchase as of that date, which are indicated by footnote, are deemed to be beneficially owned by the person holding the options, RSUs or PRSUs and are deemed to be outstanding in computing the percentage ownership of that person, but not in computing the percentage ownership of any other person.

(2)The Class A Stock shown includes 38,119 shares subject to stock options as well as 764,897 shares held directly.  The Class A Stock shown also includes 84,956 shares held by the James J. Cotter Education Trust #1.  Margaret Cotter is sole Trustee of the James J. Cotter Education Trust #1 and, as such, is deemed to beneficially own such shares.  Ms. Cotter disclaims beneficial ownership of such shares except to the extent of her pecuniary interest, if any, in such shares.  The Class A Stock shown includes 326,800 shares of Class A Stock that are part of the Cotter Estate.  As Co-Executor of the Cotter Estate, Ms. Cotter would be deemed to beneficially own such shares.  The shares of Class A

Section (3)16(a) Beneficial Ownership Reporting ComplianceThe Class A Stock shown includes 132,373 shares subject to stock options as well as 797,103 shares held directly.  The Class A Stock shown also includes 102,751 shares held by the Cotter Foundation.  Ellen M. Cotter is a Co-trustee of the Cotter Foundation and, as such, is deemed to beneficially own such shares.  Ms. Cotter disclaims beneficial ownership of such shares except to the extent of her pecuniary interest, if any, in such shares.  The Class A Stock shown also includes 326,800 shares that are part of the Cotter Estate that is being administered in the State of Nevada.  On December 22, 2014, the District Court of Clark County, Nevada, appointed Ellen M. Cotter and Margaret Cotter as co-executors of the Cotter Estate.  As such, Ellen M. Cotter would be deemed to beneficially own such shares.  The shares of Class A Stock shown also include 1,416,649 shares held by the Cotter Living Trust.  See footnote 7 to this table for information regarding beneficial ownership of the shares held by the Cotter Living Trust.  As Co-Trustees of the Cotter Living Trust, Ellen M. Cotter and Margaret Cotter would be deemed to beneficially own such shares depending upon the outcome of the matters described in footnote 7.  The Class B Stock shown includes 50,000 shares held directly.  Together Ellen M. Cotter and Margaret Cotter beneficially own 1,208,988 shares of Class B Stock, or 72% of the outstanding Class B Stock.

(4)The Class A Stock shown includes 12,039 shares subject to stock options.

(5)    The Class A Stock shown includes 38,081 shares subject to stock options.

(6)The Class A Stock shown includes 6,176 shares held directly, 58,002 shares subject to stock options. The Class A Stock shown also includes 55,825 shares held by various retirement accounts, and as such Craig Tompkins is deemed to beneficially own such shares.

(7)On June 5, 2013, the Declaration of Trust establishing the Cotter Living Trust was amended and restated (the "2013 Restatement") to provide that, upon the death of James J. Cotter, Sr., the Trust's share of Class B Stock were to be held in a separate trust, to be known as the "Cotter Voting Trust," for the benefit of the grandchildren of Mr. Cotter, Sr.  Mr. Cotter, Sr. passed away on September 13, 2014.  The 2013 Restatement also names Margaret Cotter the sole trustee of the Cotter Voting Trust.  The trustees of the Cotter Living Trust, as of the 2013 Restatement, were Ellen M. Cotter and Margaret Cotter.  The information in the table reflects direct ownership of the 696,080 shares of Class B Stock by the Cotter Living Trust in accordance with the Company's stock register and beneficial ownership of such shares as being held by each of the two Co-Trustees, Ellen M. Cotter and Margaret Cotter, who, are deemed to share voting and investment power of the shares held by the Cotter Living Trust.  In its ruling on March 23, 2018, the California Superior Court established that Ellen M. Cotter and Margaret Cotter are the Co-Trustees of the Cotter Living Trust, and that Margaret Cotter is the sole Trustee of the Cotter Voting Trust.

(8)   Based on Mr. Cuban's Schedule 13D/A filed with the SEC on April 9, 2020.

(9) Based on GAMCO Investors, Inc.’s Schedule 13D filed with the SEC on December 26, 2017, on behalf of Mario J. Gabelli (“Mario Gabelli”) and various entities which Mario Gabelli directly or indirectly controls or for which he acts as Chief Investment Officer.

(10)  The Class A Stock shown includes 344,576 shares subject to stock options currently exercisable or exercisable within 60 days, and RSUs that have vested or will vest within 60 days.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and Directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities Exchange Commission (the “SEC”)SEC and to provide us with copies of those filings.  Based solely on our review of the copies receivedreports that have been filed by us andor on the written representationsbehalf of certain reportingsuch persons, we believe that all of our executive officers and Directors, and greater than 10% beneficial owners, complied with the following Form 4’s for transactions that occurred in 2017 were not filed or filed later than is required underreporting requirements of Section 16(a) of the Exchange Act:

by timely filing all required Section 16(a) forms during 2020, except as follows:



Insofar as we are aware, all required(1) The Company undertakes responsibility on behalf of its executive officers for the preparation and filing of Section 16 reports relating to the grant and vesting of equity awards to such persons, and the late filings have now been made.in this table for the grant and vesting of such equity awards were the responsibility of the Company.

.

EXECUTIVE OFFICERS

The following table sets forth information regarding our current executive officers, other than Ellen M.Chair Cotter and MargaretVice-Chair Cotter, whose information is set forth above under “Directors.”





Devasis (“Dev”) GhoseGilbert Avanes.  .  Mr. GhoseAvanes was appointed Executive Vice President, Chief Financial Officer and Treasurer on May 11, 2015, ExecutiveNovember 5, 2019.  Mr. Avanes has been an employee of and consultant to our Company since August 2007, most recently serving as Interim Chief Financial Officer and Treasurer of our Company, from January 24, 2019 through November 4, 2019.  Prior thereto, Mr. Avanes served as our Vice President on March 10,of Financial Planning and Analysis (January 2016 to January 2019), Senior Director of Financial Planning and Corporate Secretary on April 28, 2016 until March 9, 2018.  OverAnalysis (January 2012 to December 2015), and as a consultant and then Senior Finance Manager (August 2007 to December 2011).  Prior to joining the Company, Mr. Avanes served in various finance and accounting roles over the course of a decade at Toronto-Dominion Bank Financial Group located in Toronto, Canada.  Mr. Avanes is a Certified Public Accountant (U.S.) and Chartered Professional Accountant (CPA, CGA) (Canada) and has a Master of Business Administration from Laurentian University and a Bachelor of Commerce (Major in Accounting and Minor in Finance) from Ryerson University.

Robert F. Smerling.  Mr. Smerling has served as President of our U.S. cinema operations since 1994.  He has been involved in the acquisition and/or development of all of our existing domestic cinemas.  Prior to joining our Company, Mr. Smerling was the President of Loews Theaters, at that time a wholly owned subsidiary of Sony.  While at Loews, Mr. Smerling oversaw operations at some 600 cinemas employing some 6,000 individuals and the development of more than 25 new multiplex cinemas.  Among Mr. Smerling's accomplishments at Loews was the development of the Lincoln Square Cinema Complex with IMAX in New York City, which continues today to be one of the top five grossing cinemas in the United States.  Prior to Mr. Smerling's employment at Loews, he was Vice Chair of USA Cinemas in Boston, and President of Cinema National Theatres.  Mr. Smerling, a recognized leader in our industry, has been a director of the National Association of Theater Owners, the principal trade group representing the cinema exhibition industry.

S. Craig Tompkins.  Mr. Tompkins has worked in various capacities for our Company and its predecessors for more than the past 25 years, Mr. Ghosetwenty-eight (28) years. He has served as Vice-Chair of our Company and as the President of two of its predecessors’ public companies, as a consultant and outside counsel and, since 2017, as Executive Vice President and General Counsel.  Prior to his employment at our Company, Mr. Tompkins was a partner at Gibson, Dunn & Crutcher.  Mr. Tompkins is a principal equity holder in and, between 2007 to 2017, served as the Executive Chair and, since 2017, as the Chair of Marshall & Stevens, Incorporated, a privately held valuation and consulting firm specializing in the valuation of real estate, business enterprises and alternative energy assets.  From 1993 to 2006 (when the company went private), Mr. Tompkins served as a director and as the Chair of the Audit Committee of G&L Realty (an NYSE REIT specializing in medical properties), and from 1998 to 2001 (when the bank was sold) as a member of the Board of Directors, of the Compensation Committee, and of the Special Independent Committee of Fidelity Federal Bank, FSB.  Mr. Tompkins is also the Chair and Chief FinancialExecutive Officer of Kirtland Farms, Inc. (a Tompkins family-owned agricultural operation in Southern Oregon).  Mr. Tompkins holds a numberBachelor of senior finance roles with three NYSE-listed companies:  Skilled Healthcare Group (a health services company, now part of Genesis HealthCare)Arts (Magna Cum Laude) from 2008 to 2013, Shurgard Storage Centers, Inc. (an international company focusedClaremont McKenna College, and a Juris Doctorate (Magna Cum Laude) from the Harvard Law School, where he was on the acquisition, developmentBoard of Student Advisors and operationserved as research assistance to Professor James Casner (then serving as the Reporter to the Restatement of self-storage centers inProperty 2nd).  Following Harvard Law School, Mr. Tompkins served as law clerk to the US and Europe; now part of Public Storage) from 2004 to 2006, and HCP, Inc., (which invests primarily in real estate servingHonorable Justice Dean Bryson on the healthcare industry) from 1986 to 2003, and as Managing Director-International for Green Street Advisors (an independent research and trading firm concentrating on publicly traded real estate corporate securities in the USOregon Supreme Court, before joining Gibson, Dunn & Europe) from 2006 to 2007.  Prior thereto, Mr. Ghose worked for PricewaterhouseCoopers in the U.S. and KPMG in the UK from 1975 to 1985.  He qualified as a Certified Public Accountant in the U.S. and a Chartered Accountant in the U.K., and holds an Honors Degree in Physics from the University of Delhi, India and an Executive M.B.A. from the University of California, Los Angeles.Crutcher.



Andrzej J. Matyczynski.  On March 10, 2016,Matyczynski.  Mr. Matyczynski was appointed as our Executive Vice President—Global Operations.Operations on March 10, 2016.  From May 11, 2015, until March 10, 2016, Mr. Matyczynski acted as the Strategic

Corporate Advisor to the Company, and served as our Chief Financial Officer and Treasurer from November 1999 until May 11, 2015 and as Corporate Secretary from May 10, 2011 to October 20, 2014.  Prior to joining our Company, he spent 20 years in various senior roles throughout the world at Beckman Coulter Inc., a U.S. based multi-national corporation.  Mr. Matyczynski earnedholds a Master’sMaster's Degree in Business Administration from the University of Southern California.



Robert F. Smerling.Steven J. Lucas.  Mr. Smerling has servedLucas was appointed as our Vice President, Controller and Chief Accounting Officer in 2015.  From 2011 to 2015, Mr. Lucas worked in our accounting group holding the role of our domestic cinema operations since 1994.   He has been involved in the acquisition and/or development of all of our existing cinemas.Asia Pacific Controller.  Prior to joining our Company, Mr. Smerling was the President of Loews Theaters, at that time a wholly owned subsidiary of Sony.  While at Loews, Mr. Smerling oversaw operations at some 600 cinemas employing some 6,000 individualsLucas worked for Arthur Andersen and the development ofEY for more than 25 new multiplex cinemas.  Among Mr. Smerling’s accomplishments at Loews was the development of the Lincoln Square Cinema Complex with IMAX in New York City, which continues today to be one of the top five grossing cinemas in the United States.  Prior to Mr. Smerling’s employment at Loews, he was Vice Chairman of USA Cinemas in Boston,sixteen (16) years.  He is a Chartered Accountant and President of Cinemanational Theatres. Mr. Smerling, a recognized leader in our industry, has been a directormember of Chartered Accountants Australia and New Zealand for over twenty-one (21) years.  He holds a Bachelor’s Degree in English Literature and History from Victoria University of Wellington, and a Post Graduate Diploma in Accounting from the National AssociationGraduate School of Theater Owners, the principal trade group representing the cinema exhibition industry.  Business and Government Administration of Victoria University of Wellington.



S. Craig Tompkins.Mark D. Douglas.  Mr. Tompkins was retained as General Counsel on June 1, 2017,Douglas is currently our Managing Director, Australia and appointed Executive Vice President on May 8, 2018.New Zealand, overseeing our international cinema and real estate operations.  Mr. Tompkins has continuously servedDouglas first joined our Company its predecessorsin 1999, and subsidiaries,was appointed as Managing Director, Reading Cinemas Australia and New Zealand on July 1, 2018.  From 2005 to 2018, Mr. Douglas worked in a varietyour Real Estate division holding numerous roles including Director Property Development, Development Manager and General Manager Property. Prior thereto, Mr. Douglas worked in our finance team, moving into the role of capacities, both as an employee and an independent contractor,National Operations Manager for more than the past 25 years.  Mr. Tompkins has, among other things, served as Vice-Chairman and Chief Financial Officer of Reading, and as Vice-Chairman and President of its predecessor companies, Reading Entertainment and Craig Corporation.our cinema division in 2001. Prior to joining the Company’s predecessor entitiesour Company, Mr. Douglas worked for Myer Stores, a retail department store chain, in 1993,various business management and administration roles. Mr. Tompkins wasDouglas earned a partnerMaster's Degree in the law firm of Gibson, Dunn & Crutcher.  Mr. Tompkins has served on the Boards of Directors of G&L Realty (an NYSE traded REIT), where he served as Chair of the Audit Committee up until the date the company went private in 2006,Business Administration from Deakin University, Geelong Victoria and of Fidelity Federal Bank, NSA, where he served on the Audit Committee and the Compensation Committee, up until the date the bank was sold in 2001.  Since 2007, Mr. Tompkins has been a principal investor in and the Chair of the Board of Marshall & Stevens, Incorporated, a national valuation firm currently specializing in the valuation of alternative energy production facilities.  Mr. Tompkins is also managing member of his family’s agricultural activities.  Mr. Tompkins is a magna cum laude graduate of Claremont McKenna College (then Claremont Men’s College), and Harvard Law School.  He is, and has since 1977 been, a member in good standing of the State Bar of California.registered Certified Practicing Accountant with CPA Australia.

EXECUTIVE COMPENSATION 

Compensation Discussion and Analysis



Role and Authority of the Compensation Committee



Background



As a controlled company,“controlled company”, we are exempt from the Nasdaq Listing Rules regarding the determination of executive compensation solely by independent directors. Notwithstanding such exemption, we have established a standing Compensation Committee consisting of three of our independent Directors.  Our Compensation Committee charter requires our Compensation Committee members to meet the independence rules and regulations of the Securities Exchange CommissionSEC and the Nasdaq Stock Market.



In early 2016, our Compensation Committee conducted a thorough evaluation of our compensation policy for executive officers and outside directors to establish a plan that encompasses best corporate practices consistent with our Company’s best interests.  Our Compensation Committee reviewed, evaluated, and recommended to our Board of Directors the adoption of new compensation arrangements for our executive and management officers and outside directors.  Our Compensation Committee retained the international compensation consulting firm of Willis Towers Watson as its advisor in this process, and the Committee also relied on the advice of our legal counsel, Greenberg Traurig, LLP.

Compensation Committee Charter



Our Compensation Committee Charter delegates significant executive compensation responsibilities to our Compensation Committee, including:



Under our Compensation Committee Charter, any compensation determinations pertaining to Ellen M. Cotter and Margaret Cotter are subject to review and approval by our Board.  Further, our Compensation Committee periodically reviews and makes recommendations to our Board regarding Director compensation.



The Compensation Committee Charter is available on our website at http:https://www.readingrdi.com/about/#committee-charters.

_____________________________

1  investor.readingrdi.com/governance/governance-documents/default.aspxUnder our Compensation Committee Charter, “executive officer” is defined to mean the chief executive officer, president, chief financial officer, general counsel, principal accounting officer, any executive vice president of the Company and any managing director of Reading Entertainment Australia, Pty Ltd and/or Reading New Zealand, Ltd..  

Our Executive Compensation Philosophy



Our executive compensation philosophy is to: (1) attract and retain talented and dedicated management team members; (2) provide overall compensation as competitive in our industry; (3) correlate annual cash bonuses to the achievement of our business and financial objectives; and (4) provide management team members with appropriate long-term incentives aligned with stockholder value.  While we believe that our entire executive compensation package contributes to these goals, the base salaries we offer generally support goals 1 and 2 above, our short term incentive bonuses generally support goals 1, 2 and 3 above, and our long term incentives generally support goals 1, 2 and 4 above.



Our Executive Compensation Practices At A Glance





Executive Compensation



This Compensation Discussion and Analysis (“CD&A”) and the executive compensation disclosures below are provided for the individuals who were our NEOs for 2017,2020, who we refer to collectively as the “NEOs”2.



Compensation Setting Process; Role of Compensation Consultant



In the first quarter of 2017,2020, our Compensation Committee followingset executive compensation for our NEOs for calendar year 2020.  This followed consultation with itsthe Committee’s independent compensation consultant, Willis Towers Watson,AON, our Chief Executive Officer, and our outside legal counsel,counsel.  This was the first year that our Compensation Committee used AON, having previously retained Willis Towers Watson.  As part of this consideration, our Compensation Committee reviewed theour Company’s compensation levels, programs and practices.  Willis Towers WatsonThe Compensation Committee assessed the independence of AON pursuant to SEC rules and the Nasdaq Listing Standards and concluded that AON is independent. AON prepared materials that, among other things, measured our executive and management compensation against compensation paid by peer group companies, based onincluding break downs by the 25th, 50th and 75th percentilepercentiles of such peer group.group companies.  The 50th percentile was the median compensation paid by such peer group and surveyed companies to executives performing similar responsibilities and duties. The summary included base salary, short termshort-term incentive (cash bonus) and long-term incentive (equity awards) of the peer and surveyedgroup companies to the base salary, short termshort-term incentive and long-term incentive provided to our executives and management. 



_____________________________

2  While this CD&A is focused on our NEO’s, the same process described for our NEO’s is followed in setting compensation for all our “Executive Officers.”

For 2017,2020, our Compensation Committee generally compared the compensation levels of our NEO’sNEOs, but focused AON to prepare materials primarily on the Chief Executive Officer and the Executive Vice President—Real Estate and Development-NYC, and analyzed such data  with the compensation levels of executives at the following entities which we refer to as “our peer group:”our “peer group”: Acadia Realty Trust, Cedar Realty Trust Inc., Charter Hall Retail REIT, Global Eagle Entertainment Inc., IMAX Corporation, Kite Realty Group Trust,  The Marcus Corporation, National CineMedia, Inc., The Marcus Corporation,  Pennsylvania Real Estate Investment Trust, Ramco-Gershenson Properties Trust, Red Lion Hotels Corporation, Retail Opportunity Investments Corp., Retail Properties of America, RPT Realty, Saul Centers Inc., Urstadt Biddle Properties Inc., and Village Roadshow Ltd.  However, our Compensation Committee used this information as just one factor in determining compensation and did not strictly attempt to benchmark our NEOs compensation to a single level as compared to the peer group.

Our Compensation Committee established (i) 20172020 annual base salaries at levels that it believed were generally competitive with executives in our peer group as(as described in the executive pay summary assessment prepared by Willis Towers Watson,AON for 2020 principally for the Chief Executive Officer and the Executive Vice President—Real Estate and Development-NYC and based upon prior years’ reports and analyses for other NEOs), except for the base salary of our CEO and President, which remains belowwas between the  25th and 50th percentile of our peer group in both 2019 and 2020, (ii) short term incentivesshort-term incentive awards in the form of discretionary annual cash bonuses, based on the achievement of identified goals and benchmarks, and (iii) long-term incentivesincentive awards in the form of employee stock options and restricted stock units (“RSUs”)RSUs that are used as a retention tool and as a means to further align an executive’s long-term interests with those of our stockholders, with the ultimate objective of affording our executives an appropriate incentive to help drive increases in stockholder value.



InAs will be discussed below, 2020 represented an unprecedented and evolving year for our Compensation Committee’s approach to executive compensation, which was dramatically impacted by the future, it is anticipatedonset of and continuation of the COVID-19 pandemic and its impact on our business.

With continuing uncertainty in 2021, but signs of reopening beginning throughout much of the United States, Australia and New Zealand, we hope to begin a more normalized approach to performance metrics in the future.

Our Compensation Committee expects that it will continue to evaluate both executive performance and compensation to maintain our ability to attract and retain highly-qualifiedhighly qualified executives in key positions and to assure that compensation provided to executives remains competitive when compared to the compensation paid to similarly situated executives of companies with whom we compete for executive talent or that we consider comparable to our company.Company.



Role of Chief Executive Officer in Compensation Decisions  



At our Compensation Committee’s direction in early 2020, our Chief Executive Officer prepared an executive compensation review for 2017 for each executive officerNEO (other than the Chief Executive Officer), as well as the full executive team, which included recommendations for:



Our Compensation Committee performed an annual review of 20172019 NEO compensation in the first quarter of 2018, with a2020, including consideration of the presentation by our Chief Executive Officer regarding each element of NEO compensation arrangements.  Our Compensation Committee reviewed the 2019 performance goals of our NEO’sNEOs and the extent to which theeach NEO achieved such goals. Our Compensation Committee, in determining final incentive compensation for services rendered in 2017, also considered, among other things, the recommendations of our Chief Executive Officer, the overall operating results of our Company and the challenges met in achieving those operating results.



As part of the NEO compensation review, our Chief Executive Officer recommended, in certain cases, other changes to an NEO’sNEOs compensation arrangements such as to effect a change in the executive’s responsibilities.  Our Compensation Committee evaluated the Chief Executive Officer’s recommendations and, in its discretion, accepted or rejected the recommendations, subject to the terms of any written employment agreements.



In the first quarter of 2018, our Compensation Committee met separately and with our Chief Executive Officer to review the performance goals of our various officers and to determine the extent to which the officer achieved such goals.  Our Compensation Committee, in determining final incentive compensation for services rendered in 2017, also considered, among other things, the recommendations of our Chief Executive Officer, the overall operating results of our Company and the challenges met in achieving those operating results.

The Compensation Committee noted the following with respect to 2017:

These efforts were undertaken against certain unanticipated material challenges, including the following:

These and other factors were considered by our Compensation Committee.

Stockholder Advisory Vote

As part of its compensation setting process, our Compensation Committee also considers the results of the prior year’s stockholder advisory vote on our executive compensation.  Our Compensation Committee believes these voting results provide useful insight as to whether stockholders agree that our Compensation Committee is achieving its goal of designing and administering an executive compensation program that promotes the best interests of our Company and our stockholders by providing our executives with appropriate compensation and meaningful incentives to deliver strong financial performance and increase stockholder value.  As part of its 2020 compensation setting process, the Compensation Committee reviewed the results of the 2019 stockholder advisory vote, in which approximately 98.8% of the votes cast on the nonbinding advisory vote were voted in favor of our executive compensation program.

Chief Executive Officer Compensation



For 2017,2020, our Compensation Committee was provided with materials from our compensation consultant, AON, on comparable compensation data for our Chief Executive Officer comparing all aspects of compensation to peer group data.  Our Compensation Committee was provided with summaries of performance by our Chief Executive Officer of our other NEOs and executive officers.  However, as described above, for STI cash bonuses, given the COVID-19 caused business shutdowns and other effects, our Compensation Committee decided in March 2020 that it would not measure Chief Executive Officer performance against pre-set metrics, but instead would review overall performance on a discretionary basis at the completion of 2020.  As in prior years, our Compensation Committee interviewed our Chief Executive Officer to obtain a thorough understanding of the factors to be considered in making discretionary decisions to determine our Chief Executive Officer's compensation, including extensive discussions regarding her performance.  Our Compensation Committee met in executive sessions without our Chief Executive Officer to consider the Chief Executive Officer’s compensation, including base salary, cash bonus and equity award,awards, if any.  Prior to such executive sessions, our Compensation Committee interviewed our Chief Executive Officer to obtain a better understanding of factors contributing to the Chief Executive Officer's compensation.  With the exception of these executive sessions of our Compensation Committee, as a rule, our Chief Executive Officer participated in allmost deliberations of theour Compensation Committee relating to NEO compensation.  However, our Compensation Committee also askedexcused our Chief Executive Officer to be excused for certain deliberations with respect to the compensation recommended for Executive Vice President-Real Estate and Development-NYC Margaret Cotter, the sister of our Chief Executive Officer.Officer, Ellen M. Cotter.



The Base Salary set forIn March 2020, the Compensation Committee found that our Chief Executive Officer, Ms. Cotter, had continued to demonstrate substantial leadership and deserved higher compensation than she had been paid in 2019, and increased her base salary from $551,000 in 2019 to $600,000 for 2017, or $463,800, remains substantially2020.  Peer data showed that her 2019 base salary was between the 25th and 50th percentile of the peer group, and according to AON, was “slightly below the competitive range of +/- 10% of the market base salary median for our peer group.  By comparison,median.”  This information was consistent with prior year’s data provided by the Willis Towers Watsonformer independent compensation consultant.  The AON report showed that the 25th, 50th25th, 50th and 75th75th percentiles in the peer group of CEOChief Executive Officer base salaries were $529,000, $627,000$522,500, $638,100 and $717,000,$773,700, respectively.  Because Ms.Ellen Cotter’s potential short-term incentive paymentSTI cash bonus was based on a percentage (95%(100%) of her base salary, which was below the 25th percentile of market peers,  Ms. Cotter’s potential short-term incentive payment her STI opportunity was also setlower than the median of our peer group.  At the time of her 2020 base salary setting in March 2020, the impact of COVID-19 was just beginning to be felt.  Notwithstanding the Compensation Committee’s determination, in a lower rangeorder to support the Company’s liquidity management efforts in late 2020, Ms. Cotter voluntarily forewent receipt of $50,000 in base salary in December 2020. Accordingly, her base salary for 2020 was $550,000, effectively, $1,000 less than market peers.her base salary for 2019.



Ms. Ellen Cotter, our President and Chief Executive Officer, for the fiscal year 2017 received total compensation of $1,210,334.  We estimate that the median W-2 (or equivalent) for all Company employees, excluding our Chief Executive Officer, was $7,465 as of December 31, 2017.  As a result, Ms. Ellen Cotter’s fiscal 2017 total compensation was approximately 162 times greater than that of the median total compensation for all of our employees.2020 Base Salaries



We identified the median employee by examining the 2017 W-2 (or equivalent) for all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2017, the last day of our payroll year (whether employed on a full-time, part-time, or seasonal basis).  For such employees, we did not make any assumptions, adjustments, or estimates with respect to total compensation, and we did not annualize the compensation for any employees that were not employed by us for all of 2017.  For employees based and paid overseas, we converted their earnings to US dollars using the average exchange rates between local currency and US dollars.  After identifying the median employee, we calculated the above total compensation for such employee using the same methodology we use for our NEO’s as set forth in the Summary Compensation Table. 

2017 Base Salaries

Our Compensation Committee reviewed the executive pay summary prepared by Willis Towers WatsonAON and other factors and engaged in extensive deliberation and then recommendedapproved the following 20172020 base salaries for the following NEOs.





2017 Short Term2020 Short-Term Incentives



The Short-Term Incentives (“STI” or “STIs”) authorized by our Compensation Committee provide our NEOs with an opportunity to earn an annual cash bonus, typically based upon the achievement of certain of our Company’s financial goals, division goals and individual goals, establishedrecommended by our Chief Executive Officer and approved by our Compensation Committee during the first quarter of 2017.the applicable year.  Under our Compensation Committee Charter, the compensation payable to our Chief Executive Officer and President, Ellen M. Cotter and Chair Margaret Cotter, must also be approved by our full Board.  Participantsin the short-term incentive planSTI program are advised of his or hertheir annual potential target bonus expressed as a percentage of the participant’s base salary and by dollar amount.



For 2017, the performance goals for our NEOs included (i) a target for a Company-wide Performance Goal Operational Metric based upon Company-wide “Compensation Adjusted EBITDA”(a non-GAAP measure defined below); (ii) Company-wide Performance Goal Development Metrics, (iii) Division Performance Goal Operational Metrics3, and (iv) Division Performance Goal Development Metrics.  In addition, each of our NEOs was provided individually tailored goals based on the NEO’s respective areas of responsibility, which goals were approved byAs discussed above, in early March 2020, as our Compensation Committee.Committee was engaged in its annual consideration of proposed Company-wide goals, Division-wide goals, and Individual goals, to establish benchmarks for payments of 2020 STI cash bonuses, COVID-19 struck the world, and, in particular, it was becoming increasingly clear that COVID-19 would likely have an immediate and severe effect on our businesses.  In March 2020, following advice and input of AON, our outside legal counsel and our management,  our Compensation Committee put the proposed benchmarks to the side and, for 2020, decided that our Compensation Committee would review 2020 performance in the first quarter of 2021 on a discretionary basis to assess if and which STI cash bonuses would be paid.



ManagementFor 2018 and 2019, our Compensation Committee had  set a Minimum Company Performance (or “Funding Gate”) as a minimum hurdle to determine whether the Company’s performance as a whole supported the payment of STIs to NEOs (and other Executive Officers).  For example, the 2019 Funding Gate was set at GAAP net income of $10,000,000.  In adopting the Funding Gate, our Compensation Committee had previously reserved that it could consider adjustments to take into account matters included in GAAP net income for which the management team should not be held accountable.  Our Compensation Committee also retained discretionary power to pay some or all STIs, even if the Funding Gate had not been met. 

However,  in light of the extensive changes facing the Company, the global uncertainty due to the COVID-19 and the resulting potential impact on business operations, in early March 2020 our Compensation Committee use “Earnings before Interest, Taxes, Depreciationdecided not to adopt a Funding Gate for 2020.

Our Compensation Committee considered whether to pay STI cash bonuses for 2020 NEO performance during the first quarter of 2021.  Our Compensation Committee  (i) considered the extensive and Amortization, or “EBITDA,” a non-GAAP financial measure, for a numberextraordinary efforts of purposes in assessingthe Company’s NEOs, other executive officers and employees to maintain the Company’s business considering the extraordinarily negative environmental and business impacts caused by COVID-19; (ii) recognized the efforts by the NEOs, other executive officers and the employees and that without such efforts, the Company’s business and future opportunities would have been substantially impaired; and (iii) found that the performance of the Company. See Item 6 – Selected Financial Data for a discussionNEOs, other executive officers and reconciliation of EBITDA.  “Compensation Adjusted EBITDA” is one of the two principal Company-wide performance metrics used by the Compensation Committeeemployees met and for assessingexceeded in many cases the performance of executives of the Company.  Compensation Adjusted EBITDA is not otherwise used by management and is calculated in a manner intended to adjust out of EBITDA those elements not generally within the control of our executives, considering the precision of the annual operating and capital expenditure budgets and the circumstances during the year. 

In the first quarter of 2017,that would have been required.  Additionally,  our Compensation Committee setconsidered the following Company-wide Adjusted EBITDA targets:

The Compensation Adjusted EBITDA approvedunique liquidity challenges faced by the Company caused by COVID-19.  After taking into account all factors, our Compensation Committee for determining our Company-wide Performance Goal Operational Metric was determined by our Compensation Committee to be $43,829,000.  It was determined as follows:

For each of our NEO’s Company-wide, division-wide and individual objectives were approved, together withrecognized the respective weighting of each element.  Our Compensation Committee concluded that 92.46% of the Company-wide Performance Goal Operational Metric had been met and that 67.5% of the Company-wide Performance Goal Development Metric had been met.

_____________________________

3  Our Chief Executive Officer and Chief Financial Officer did not have “divisional” based goal metrics.

substantial efforts

The following table shows which portionundertaken by the NEOs, other executive team members and employees to perform under the extraordinary negative impacts on the Company’s business in 2020, but also noted that the Company’s year-end 2020 liquidity position dictated extreme conservatism in the management and allocation of each NEO’s potential bonus was dependent on which respective goal or objective:

Ellen M. Cotter isour President and Chief Executive Officer.  Her target bonus opportunity was 95% of Base Salary.  In addition to the Company-wide goals,Company’s liquidity.  For these reasons, our Compensation Committee concludeddecided that 90% of her Annual Performance Goals had been met.  Her individual Annual Performance Goals included developing a strongerhuman resources function; achieving substantial progress on future value creation opportunities; achieving certain goalsno STI cash bonuses could be paid for the Cinemas 1,2,3 Project; achieving certain investor relations objectives, succession planning and construction management enhancements.  Further, our Compensation Committee considered other subjective factors including her roles on behalf of the Company with respect to the Cotter, Jr. Derivative Litigation, and the Courtenay Central, NZ Earthquake.  Based on our Compensation Committee’s review, Ms. Cotter was awarded a bonus of $374,474, which was also approved by our Board.2020 performance.



Devasis Ghose is our Executive Vice President, Chief Financial Officer, and Treasurer. His target bonus opportunity was 50% of Base Salary.  In addition to the Company-wide goals, our Compensation Committee concluded that certain of his Annual Performance Goals had been met.  His individual Annual Performance Goals included extending the duration of or obtaining new long-term borrowings; executing the 2017 tax strategy and audit; the review of controllable costs across global operations; completion of certain information technology goals; work on the material insurance claim from the Courtenay Central Earthquake; and execute and improve the investor relations program.  Based on our Compensation Committee’s review, Mr. Ghose was awarded a bonus of $154,479.

Andrzej J. Matyczynskiis our EVP - Global Operations.  Histarget bonus opportunity was 50% of Base Salary.  In addition to the Company-wide goals, our Compensation Committee concluded that certain of his Division Goals and certain of his Annual Performance Goals had been met.  His individual goals related to his areas of responsibility, including investor relations and certain corporate growth and cinema division goals.  Based on our Compensation Committee’s review, Mr. Matyczynski was awarded a bonus of $86,993.

Margaret Cotter is our EVP – Real Estate Management and Development-NYC.  Hertarget bonus opportunity was 30% of Base Salary.  In addition to the Company-wide goals and her division goals, she had certain individual goals related to her areas of responsibility, including certain New York City real estate and live theater matters.  Based on our Compensation Committee’s review, Ms. Cotter was awarded a bonus of $81,569.  Ms. Cotter’s bonus was also approved by our Board.

Robert Smerling is President of US Cinemas.  His target bonus opportunity was 30% of Base Salary.  In addition to the Company-wide goals, our Compensation Committee concluded that certain of his Division Goals and certain of his Annual Performance Goals had been met.  His divisional and individual goals related to achieving certain milestones in our US cinema circuit (i) capex program, (ii) operational strategies and (iii) lease negotiations with respect to certain cinema locations. Based on our Compensation Committee’s review, Mr. Smerling was awarded a bonus of $70,439.

Long-Term IncentivesEquity Awards



Long-Term incentives utilizeutilized the equity-based plan under our 2010 Stock Incentive Plan (“2010 Stock Plan”) for the grants made in March 2020.  The 2010 Stock Plan as amended (the “2010expired by its terms in March 2020, so future grants were made under the 2020 Stock Incentive Plan (“2020 Stock Plan”).  For 2017, executive

As discussed above, in  2019, our Compensation Committee, on the advice of its independent compensation consultant, committed to add performance based RSUs, or PRSUs starting in 2020 as an additional element of our long term incentive package for NEOs.  Our Compensation Committee granted both time vested RSUs and management team participants received awardsperformance based  PRSUs to our NEOs in 2020.  In 2020, our Compensation Committee made the entire long term incentive award to our NEOs in the following forms: 50% time-based restricted stock units and 50% non-statutory stock options. The grantsform of restricted stock units and options willdid not grant stock options.

Our Compensation Committee adopted a mix of time-based RSUs and performance-based PRSUs for our NEOs as follows:  50% RSUs and 50% PRSUs to our Chief Executive Officer and  75% RSUs  and 25% PRSUs to our other NEOs.  Our Compensation Committee, based upon the input of its independent compensation consultant taking into account peer group data, set the amounts of LTI grants based on a percentage of each of the NEOs base salary. RSUs vest ratably over a four (4) year period with 1/4th vesting on each anniversary date of the grant date.date, and the PRSUs vest on the third anniversary date of the grant date based on the achievement of certain performance metrics set by our Compensation Committee.

As was the case with all 2020 executive compensation decisions and as discussed above under “2020 Short Term Incentives,” our Compensation Committee made a number of decisions driven by the unique circumstances presented by the COVID-19 pandemic.

In the first quarter of 2021, our Compensation Committee  (i) considered the extensive and extraordinary efforts of the Company’s NEOs, other executive officers and employees to maintain the Company’s business considering the extraordinarily negative environmental and business impacts caused by COVID-19; (ii) recognized the efforts by the NEOs, other executive officers and the employees and that without such efforts, the Company’s business and future opportunities would have been substantially impaired; and (iii) found that the performance of the NEOs, other executive officers and employees met and exceeded in many cases the performance that would have been required.

Based on our Compensation Committee’s findings, our Compensation Committee concluded  that with respect to the PRSU grants made on March 10, 2020 to NEOs, 100% of the performance element of the first year of the three-year performance period under the PRSUs had been achieved.

Because the March 10, 2020 granted PRSUs also required establishment of second year and third year performance goals and in light of the continuing impacts of COVID-19 and the uncertainty created by the ever changing business environment, including the lack of certainty on opening of cinemas and other businesses in the Company’s various jurisdictions, the Committee  determined to maintain a discretionary approach with respect to the second of the three year performance period and to defer the establishment of the actual performance metrics for the third year until March 2022.

In addition, given the extraordinary circumstances caused by the impacts of COVID-19 on all of our Company’s employees and performance of such employees, including our NEOs, on December 14, 2020, our Compensation Committee made a special one-time grant of time vested RSUs, vesting one year from the date of grant, to select key employees. Such grants included our NEOs and are included within the RSU amounts reflected in the table below.



The following grants were made for 2017 to our NEOs2020 on March 23, 2017:10, 2020, December 14, 2020, and December 16, 2020: