Reading International Inc 8-K, filed Oct 7, 2020
Reading International Inc (RDI)
About this 8-K
Reading International Inc filed this 8-K on October 7, 2020, reporting on events of October 6, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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.
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Exhibits |
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No. |
| Description |
99.1 |
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104 |
| The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Reading International, Inc. |
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Date: October 6, 2020 | /s/ Ellen M. Cotter |
| Ellen M. Cotter |
| President and Chief Executive Officer |
Exhibit 99.1
Date of Virtual 2020 Annual Meeting of Stockholders
Announced by Reading International
CULVER CITY, California - (BUSINESS WIRE) – October 6, 2020 – Reading International, Inc. (NASDAQ: RDI) announced today that, due to the public health impact of the coronavirus pandemic (COVID-19) and to help protect the well-being of our stockholders, employees, family members and the communities in which they live, Reading will not hold its 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") in person, but rather virtually through a web-based platform, commencing at 11:00 a.m. Pacific Time, on December 8, 2020.
Voting online at the virtual meeting
Registered stockholders and duly appointed proxyholders, as of the close of business on October 19, 2020 (the record date for the 2020 Annual Meeting), are entitled to join the virtual 2020 Annual Meeting. Stockholders will be able to communicate, participate in, listen and vote from any location with appropriate internet connectivity. Details of how to register for and access the virtual meeting will be provided in the Company’s 2020 Proxy Statement.
The Company currently intends to commence electronic mailing of the notice of the 2020 Annual Meeting and definitive Proxy Statement on or about the close of business October 29, 2020 to stockholders of record on October 19, 2020. In addition, once filed the definitive Proxy Statement will be available for viewing on the Company website, https://investor.readingrdi.com/financials/sec-filings. Whether or not stockholders plan to participate in the virtual-only 2020 Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the 2020 Annual Meeting.
Stockholder Proposals 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
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...” Our 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.
About Reading International, Inc.
Reading International Inc. (NASDAQ: RDI), an internationally diversified cinema and real estate company, is a leading entertainment and real estate company, engaged in the development, ownership and operation of cinemas and retail and commercial real estate in the United States, Australia, and New Zealand. The family of Reading brands includes cinema brands: Reading Cinemas, Angelika Film Centers, Consolidated Theatres, City Cinemas, and the State Cinema; live theatres operated by Liberty Theatres in the United States; and signature property developments, including Newmarket Village, Auburn Redyard, Cannon Park, and The Belmont Common in Australia, Courtenay Central in New Zealand, and 44 Union Square in New York City.
Additional information about Reading can be obtained from the Company's website: http://www.readingrdi.com.
For investor information contact:
Reading International, Inc.
Gilbert Avanes, Executive Vice President & Chief Financial Officer
Andrzej Matyczynski, Executive Vice President for Global Operations
(213) 235-2240
For media information contact:
Joele Frank, Wilkinson Brimmer Katcher
Kelly Sullivan or Kara Brickman
(212) 355-4449
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