Item 8.01 Other Events.
Annual Meeting of Stockholders
Reading International, Inc. (the "Company") announced today that its Board of
Directors (the "Board") has established December 8, 2020 at 11:00 a.m. Pacific
Time as the date and time for the next Annual Meeting of Stockholders of the
Company (the "2020 Annual Meeting"), to be held virtually. The Board also
established the close of business on October 19, 2020 as the record date for the
determination of stockholders entitled to receive notice of and to vote at the
virtual 2020 Annual Meeting. Details of how to register for and access the
virtual 2020 Annual Meeting will be provided in the Company's proxy
statement for the 2020 Annual Meeting, to be electronically filed prior to the
2020 Annual Meeting with the U.S. Securities and Exchange Commission.
Stockholder Proposal Submission Deadline
Because the scheduled date of the 2020 Annual Meeting represents a change of
more than 30 days from the anniversary of the Company's 2019 Annual Meeting
of Stockholders, the Company has set a new deadline for the receipt of
stockholder proposals submitted pursuant to the provisions of the proxy rules of
the U.S. Securities and Exchange Commission for inclusion in the Company's
proxy materials for the 2020 Annual Meeting. To be considered for inclusion,
such stockholder proposals must be received in writing by the Company at our
corporate headquarters at 5995 Sepulveda Blvd, Suite 300, Culver City, CA 90230,
Attn: S. Craig Tompkins, Esq., Annual Meeting Secretary, before the close of
business on October 16, 2020.
Litigation Update
In addition, the Company announced today that, on October 1, 2020, the Nevada
Supreme Court ordered the Trial Court to dismiss the putative Derivative Lawsuit
being prosecuted by James J. Cotter, Jr., concluding that Mr. Cotter, Jr. was
not an adequate representative of our Company's stockholders. In arriving
at this conclusion, the Nevada Supreme Court noted, among other things, that
"because one of the main remedies Cotter Jr. is seeking is his reinstatement as
CEO, his interests are divergent from the shareholders' interests" and that
"Cotter Jr.'s action appears to be vindictively sought in response to his
termination as CEO. . ." The Company is now pursuing collection of the
approximately $800,000 in costs from Mr. Cotter, Jr. approved by the Nevada
Supreme Court, which amount is covered by a bond posted by Mr. Cotter, Jr., in
connection with his appeal.
Item 9.01 Financial Statements and Exhibits.
Exhibits
No. Description
99.1 Press release dated October 6, 2020.
104 The cover page of this Current Report on Form 8-K, formatted in Inline
XBRL.
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