Reading International (RDI) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 3, 2026, at 2:00 p.m. ET; Oct. 15, 2026, record date had 1,680,590 Class B shares outstanding among 189 record holders.

• Four proposals: elect five directors, ratify Grant Thornton for FY2026, hold an advisory say-on-pay vote, and add 2,000,000 Class A shares to the 2020 Stock Plan; the Board recommends FOR each.

Voting matters and shareholder proposals

• Directors elected by plurality; other proposals require FOR votes to exceed votes against. Cotter family holders controlling ~72% of Class B shares indicated intent to vote FOR all four proposals.

• Proposal 3 is advisory; the Board and Compensation Committee will consider its results in future executive pay decisions. The 2025 say-on-pay proposal passed, with no resulting compensation changes.

• Class B holders may nominate candidates or bring eligible matters before the meeting; director nominations require a second and the nominee’s signed consent and service undertaking.

Board of directors and corporate governance

• Five incumbent directors are nominated for terms through the 2027 annual meeting; the Board has three independent directors and uses the Nasdaq controlled-company exemption.

• Margaret Cotter is Board Chair and EVP of Real Estate Management and Development; Ellen Cotter is Vice-Chair, CEO and President. Together, they hold voting power over ~72% of Class B shares.

• Audit and Compensation Committees consist entirely of independent directors. The Lead Independent Director chairs independent-director sessions; the Audit Committee Chair qualifies as an Audit Committee Financial Expert.

• Compliance with the Stock Ownership Policy was postponed until Dec. 31, 2026, citing cinema and real-estate industry challenges and market conditions.