UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 14, 2019
READING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
1-8625 |
95-3885184 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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5995 Sepulveda Boulevard, Suite 300, Culver City, California |
90230 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: 213-235-2240
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(Former name or former address, if changed since last report) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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. ☐ |
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Item 8.01Other Events
Reading International, Inc.’s (“we,” “our,” “us,” “Reading” or the “Company”) 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) will be held on May 7, 2019, at 11:00 a.m. local time, at its Corporate Headquarters located at 5995 Sepulveda Blvd., Suite 200, Culver City, California 90230. The record date for the determination of Stockholders entitled to receive notice of and to vote at the 2019 Annual Meeting shall be the close of business on April 12, 2019. Because the date of the 2019 Annual Meeting differs by more than thirty (30) days from the anniversary date of the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), which was held on November 7, 2018, the Company is providing this information in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Deadline for Stockholder Proposals Submitted Pursuant to Rule 14a-8 of the Exchange Act
As noted above, the 2019 Annual Meeting date represents a change of more than thirty (30) days from the anniversary date of the 2018 Annual Meeting. As a result, pursuant to Rule 14a-8 under the Exchange Act, the Company has set a new deadline for the receipt of any Stockholder proposals submitted pursuant to Rule 14a-8 of the Exchange Act for inclusion in the Company’s proxy materials for the 2019 Annual Meeting. Pursuant to Rule 14a-8(e)(2) under the Exchange Act, such proposals must be received by the Annual Meeting Secretary on or before the close of business on April 11, 2019, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Such proposals also need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of Stockholder proposals in the Company’s proxy materials, and may be omitted if not in compliance with applicable requirements
Item 9.01Financial Statements and Exhibits
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Exhibit No. |
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Description |
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99.1 |
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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: March 21, 2019 |
/s/ Ellen M. Cotter |
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Ellen M. Cotter, President and Chief Executive Officer |
Date of 2019 Annual Meeting of Stockholders
Announced by Reading International
Culver City, California - (BUSINESS WIRE) – March 21, 2019 – Reading International, Inc. (NASDAQ: RDI) announced today that its 2019 Annual Meeting of Stockholders (the "2019 Annual Meeting") is scheduled to be held at 11:00 a.m. local time, on May 7, 2019 at its Corporate Headquarters located at 5995 Sepulveda Blvd., Suite 200, Culver City, California 90230. The Company currently intends to commence mailing the notice of the 2019 Annual Meeting and definitive Proxy Statement on or about the close of business April 16, 2019 to stockholders of record on April 12, 2019. In addition, once filed the definitive Proxy Statement will be available for viewing on the Company website, https://investor.readingrdi.com.
Because the scheduled date of the 2019 Annual Meeting represents a change of more than 30 days from the anniversary of the Company's 2018 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 (the “SEC”) for inclusion in the Company's proxy materials for the 2019 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 April 5, 2019.
About Reading International, Inc.
Reading International Inc. (NASDAQ: RDI) is a leading entertainment and real estate company, engaging in the development, ownership and operation of multiplex 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, and City Cinemas; live theaters operated by Liberty Theatres in the United States; and signature property developments, including Newmarket Village, Auburn Red Yard and Cannon Park 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.
Contacts:
Reading International, Inc.
Andrzej Matyczynski, Executive Vice President for Global Operations
Gilbert Avanes, Interim Chief Financial Officer
213-235-2240
Joele Frank, Wilkinson Brimmer Katcher
Kelly Sullivan or Matthew Gross
212-355-4449