Reading International (RDI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on December 4, 2025, with only Class B stockholders eligible to vote and participate; Class A holders may attend in listen-only mode.

• Four main proposals will be voted on: election of five directors, ratification of Grant Thornton as auditor, advisory approval of executive compensation, and other business.

• The Cotter family, through Margaret and Ellen Cotter, controls approximately 72% of Class B voting power and intends to vote in favor of all board proposals.

• Proxy materials and voting instructions are provided, with multiple voting methods available, including internet, phone, mail, and live electronic voting during the meeting.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Grant Thornton as auditor, advisory say-on-pay vote, and other business.

• The board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for the 2026 meeting by July 7, 2026.

Board of directors and corporate governance

• The board consists of five directors, including three independent directors; Margaret Cotter is Chair and Ellen Cotter is Vice-Chair and CEO.

• The company is a "controlled company" under Nasdaq rules, exempt from certain governance requirements, but maintains a majority of independent directors and independent audit and compensation committees.

• The board has adopted best practices, including a code of conduct, whistleblower policy, and stock ownership policy (compliance postponed to December 31, 2026).

• The board held 21 meetings in 2024; all directors attended at least 75% of meetings.