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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 4, 2025

Reading International, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

1-8625

95-3885184

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

189 Second Avenue, Suite 2S New York, New York

10003

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (213) 235-2240

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

 

RDI

 

The NASDAQ Stock Market LLC

Class B Common Stock, $0.01 par value

RDIB

The NASDAQ Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

On December 4, 2025, Reading International Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The results of stockholder voting on the three proposals presented at the Annual Meeting were as follows:

Proposal 1:  Stockholders elected the following five directors nominated by the Board, each to serve until our Company’s 2026 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the vote on Proposal 1 were as follows:

 

 

 

 

 

NOMINEE

FOR

WITHHOLD

BROKER NON-VOTES

Margaret Cotter

1,218,218

152,118

99,807

Guy W. Adams

1,226,138

144,198

99,807

Dr. Judy Codding

1,226,138

144,198

99,807

Ellen M. Cotter

1,226,103

144,233

99,807

Douglas J. McEachern

1,225,325

145,011

99,807

 

Proposal 2: Stockholders ratified the appointment of Grant Thornton LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote on Proposal 2 were as follows:

 

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

1,461,462

3,550

5,131

0

 

Proposal 3: Stockholders approved, on a non-binding, advisory basis, the executive compensation of our Company’s named executive officers. The results of the vote on Proposal 3 were as follows:

 

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

1,348,526

21,680

130

99,807

Item 7.01Regulation FD Disclosure.

On December 4, 2025, the Company showed a slide presentation at its Annual Meeting, a copy of which is furnished with this Form 8-K as Exhibit 99.1. The slide presentation was made available at the conclusion of the Annual Meeting on the Investor Relations page of the Company’s corporate website, www.readingrdi.com.

Item 9.01 Financial Statements and Exhibits.

99.1

Slide presentation at the 2025 Annual Meeting of Stockholders

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.

READING INTERNATIONAL, INC.

 

Date: December 10, 2025

By:

/s/ Gilbert Avanes

Name:

Gilbert Avanes

Title:

Executive Vice President, Chief Financial Officer and Treasurer