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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
Entire Document
 
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                             ELECTION OF DIRECTORS
 
     A Board of twelve Directors is to be elected, eight by the holders of Class
A Stock voting separately as a class and four by the holders of Class B Stock
voting separately as a class. All Directors will hold office until the next
Annual Meeting of Stockholders and until their respective successors shall have
been elected and shall have qualified or as otherwise provided in the By-laws of
the Company.
 
     Each Class A Stock Proxy and each Class B Stock Proxy executed and returned
by a stockholder will be voted for the election of the respective Directors
hereinafter shown as nominees for each respective class of stock, unless
otherwise indicated on such Proxy. In the event that any nominee withdraws or
for any reason is not able to serve as a Director, the persons named in the
accompanying Proxy will either vote for such other person as the Board of
Directors may nominate or will not vote for anyone to replace such nominee. The
Board of Directors knows of no reason which would cause any nominee to be unable
to act or to refuse to accept nomination or election. Directors will be elected
by a plurality of the votes cast. Any shares not voted (whether by abstention,
broker non-vote or otherwise) have no impact on the vote.
 
NOMINEES FOR ELECTION BY CLASS A STOCKHOLDERS
 
     MARTIN COHEN
 
        Mr. Cohen, age 62, is a Vice President of the Company, having served as
        Vice President--Finance and Treasurer from 1975 until July 1987, when he
        was elected to the Board of Directors. He is a member of the Finance
        Committee of the Board. He is also a director and President of Homer
        News, Inc., which publishes a weekly newspaper in Homer, Alaska, and is
        a member of the Finance Committee of Children's Hospital National
        Medical Center. In addition, he is a member of the Board of National
        Museum of Health and Medicine Foundation, and is a director and
        treasurer of Alliance for the Mentally Ill of Montgomery County,
        Maryland. He also serves as a trustee of the Philip L. Graham Fund.
 
     GEORGE J. GILLESPIE, III
 
        Mr. Gillespie, age 63, has since 1963 been a partner in Cravath, Swaine
        & Moore, which is one of several law firms retained by the Company in
        1992 and 1993 and which it proposes to retain in 1994. He has been a
        Director of the Company since 1974 and serves as Chairman of the Finance
        Committee of the Board. Mr. Gillespie is also a director of The Fund
        American Enterprises Holdings, Inc., and the National Multiple Sclerosis
        Society, a director and President of the Madison Square Boys & Girls
        Club, a director
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