READING INTERNATIONAL INC

DEF 14A 1 rdi-20231231xdef14a.htm DEF 14A



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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189 Second Avenue, Suite 2S

New York, New York 10003

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD by live interactive webcast ONthursday, DECEMBER 5, 2024

TO OURCLASS BSTOCKHOLDERS:

I would like to invite you toparticipate in our 2024 Annual Meeting of Stockholders (our “Annual Meeting”) of Reading International, Inc., a Nevada corporation, to be held in a virtual format via live streaming webcast, on Thursday, December 5, 2024, commencing at 2:00 p.m., Eastern Time. We have held our last four annual meetings virtually, responding to the various concerns raised by the COVID pandemic. These virtual meetings have been well received and have proven to be both more convenient and less costly than in-person meetings. Accordingly, we will continue to use this virtual format for our upcoming 2024 Annual Meeting. Consequently, there is no physical site for our meeting this year and you are invited toparticipate in the meeting over the Internet from your home, office or other remote location of your choosing.

Just as we have had a check-in process for our physical meetings to preserve the integrity of our meeting and our voting process and, consistent with last years’ meeting, we have established a registration process for this virtual meeting. The Company’s stock transfer agent, Computershare, Inc. (“Computershare”), is hosting our Annual Meeting and will pre-register all stockholders that held shares of Class B Voting Common Stock (“Class B Stock”) with Computershare on October 15, 2024. Any Class Bstockholder that did not hold shares of Class B Stock at Computershareon October 15, 2024 will need to register with us in advancein order toparticipate inour Annual Meeting, by the registration deadline of 5:00 p.m., Eastern Time, on Monday, December 2, 2024 (“Registration Deadline”). See instructions under section – How Do I Register to Participate in the Virtual Annual Meeting. Even if you have participated inour virtual annual meetings before, we urge you not to wait until the last moment to register in case you encounter any difficulties with the registration process. This process is explained in greater detail in the accompanying Proxy Statement.

Upon completing your registration, you will receive further instructions via email, including a unique link that will allow youto access our meeting live on the Internet and permityouto vote and to communicate with our meeting using your control number and link found inyour access email. Please note that, as in prior years, we are still soliciting your proxy and that, whether or notyou choose toparticipate in our Annual Meeting, you may still vote by proxy in the same manner thatyou have in prior years. However, you can now also vote live on the Internet using your control number through the meeting website ifyou are the record holder of shares of Class B Stock or, ifyou are the beneficial owner of such shares, have received a valid proxy from the record holder of such shares.

The purpose of our Annual Meeting is forour Class Bstockholders to consider and vote upon the following matters:

While all of our stockholders are invited to attend, only holders of record of our Class B Stock at the close of business on Tuesday, October 15, 2024, are entitled tocommunicate, participate in andvote at our Annual Meeting or any adjournment or postponement thereof.

It is important that any Class BStock you may own be represented and voted, regardless of the size of your holdings. Accordingly, whether or not you plan toparticipate in our Annual Meeting, we encourage you to take the time to register to participate in our Annual Meeting and to make use ofthe proxy voting options discussed in the Proxy Statement accompanying this Notice with respect toany Class BStock you may own.

If you are the record holder of Class BStock, the materials accompanying this Notice will include a proxy card. You are encouragedto vote such sharesby following the Internet or telephone voting instructions provided on the enclosed proxy card or by completing and mailing the proxy card as promptly as possible, whether or not you intend to participate in our Annual Meeting. Your proxy is revocable at any time before it is voted at the Annual Meeting and will not affect your right to vote electronically at our Annual Meeting during the time the polls are open, if you register and log-in to participate in our Annual Meeting.

If you are the beneficial owner of Class B Stock, but not the record holder of such Class BStock, you should receive from the record holder ofsuch Class BStock a voting instruction form (a “VIF”). You may vote by following the instructions onthat VIF without participating in our Annual Meeting. However, if you want toparticipate in and voteat our Annual Meeting, you will need toobtain avalid proxy from the record holder of such shares. The procedures involved are described in the accompanying Proxy Statement. If you obtain avalid proxy and register and log-in to participate in our Annual Meeting, then your vote through your VIF will not affect your right to vote electronically at our Annual Meeting during the time the polls are open. If you are a record holder or a beneficial owner or holder of record of Class A Stock only, see instructions under section – How Do IAttendthe Virtual Annual Meeting if I Only Hold Class ANon-Voting Stock.

Thank you for your continued and on-going support of our Company. Please registerto participate in our Annual Meeting.

By Order of the Board of Directors,

Margaret Cotter

Chair of the Board



























This Proxy Statement, a form of proxy and the Annual Report are first being distributed or otherwise furnished to stockholders on or about October 25, 2024.

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189 Second Avenue, Suite 2S, New York, New York 10003

PROXY STATEMENT

2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

2:00 P.M., EASTERN TIME: THURSDAY, DECEMBER 5, 2024



Registration Deadlineto Participate in Our 2024 Virtual Annual Meeting

5:00 p.m., Eastern Time: Monday, December 2,2024





INTRODUCTION

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation by the Boardof Directors (our “Board”) of Reading International, Inc. (our “Company,” “Reading,” “we,” “us,” or “our”) of proxies for use at our 2024 Annual Meeting to be held in a virtual format via the Internet on Thursday, December 5, 2024, commencing at 2:00 p.m., Eastern Time, or at any adjournment or postponement thereof.

As of October 15, 2024, the record date for our Annual Meeting (the “Record Date”), there were 1,680,590 shares of our Class B Voting Common Stock (“Class B Stock”) outstanding, held by 189 stockholders of record.

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

Our Proxy Statement and Annual Report are both available free of charge athttps://investor.readingrdi.com/financial-information/annual-reports and at www.envisionreports.com/RDI.



Our Annual Meeting will be hosted onwww.meetnow.global/MYPR77Z (“Annual Meeting Website”).