Reading International (RDI) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on December 5, 2024, with Class B stockholders eligible to vote and participate; Class A stockholders may attend in listen-only mode.

• Four main proposals will be voted on: election of five directors, ratification of the independent auditor, advisory approval of executive compensation, and an amendment to the 2020 Stock Incentive Plan to increase Class A shares reserved for issuance.

• The Cotter family, controlling approximately 72% of Class B voting power, has indicated support for all board proposals.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Grant Thornton LLP as auditor, advisory approval of executive compensation, and increasing the share reserve under the 2020 Stock Incentive Plan by 3,500,000 Class A shares.

• Board recommends voting “FOR” all proposals; Cotter family intends to vote their shares in favor.

• Shareholders may submit proposals or nominate directors at the meeting using the virtual platform.

Board of directors and corporate governance

• Board consists of five members, including three independent directors; Margaret Cotter serves as Chair and Ellen M. Cotter as Vice-Chair and CEO.

• The company qualifies as a “controlled company” under Nasdaq rules, exempting it from certain governance requirements, but maintains a majority of independent directors and independent audit and compensation committees.

• Board committees include Executive, Audit, and Compensation Committees, all with defined charters and responsibilities.

• Board diversity matrix shows compliance with Nasdaq diversity objectives.