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SEC Filings

GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
Entire Document
                                RETIREMENT PLANS
     Basic Plans. Most employees of the Company and its Newspaper, Magazine and
Broadcasting Divisions, including the individuals identified in the table on
page 13, are eligible to participate (subject to minimum service requirements)
in one or another of the defined benefit retirement plans maintained by the
Company and those Divisions. Benefits under these basic plans are determined on
the basis of base salary only, exclusive of all bonuses, deferred compensation
and other forms of remuneration. The Company and each of its business units also
maintain savings plans in which most employees are eligible to participate
(subject to minimum service requirements). (For a number of years the Cable
Division also maintained a defined benefit retirement plan; effective in January
1989 it ceased accruing benefits under that plan, which has been terminated, and
the Cable Division began making contributions to a savings plan for eligible
employees whether or not they contributed to the savings plan.)
     Supplemental Executive Retirement Plan. All amounts over $118,800 that
would otherwise be payable under a basic retirement plan are currently subject
to reduction because of the annual pension limitation imposed by the Tax Equity
and Fiscal Responsibility Act of 1982, although the extent of such reductions
may vary in individual cases depending on circumstances existing at the time
retirement payments commence. In addition, the Omnibus Budget Reconciliation Act
of 1993 provides that starting in 1994, with certain exceptions, pension
benefits payable by tax-qualified plans may not be based on annual compensation
exceeding $150,000, as indexed.
     To offset these limitations on retirement benefits, the Company adopted
effective January 1, 1989, an unfunded Supplemental Executive Retirement Plan
(the "SERP") which is patterned after similar plans adopted by many other
companies. Under the Company's SERP there will be calculated for each
participating executive (including the executive officers included in the table
on page 13) a "supplemented normal retirement benefit", which will be determined
without reference to either of the abovementioned limitations and will also
include in earnings not only base salary (as in the past) but also bonuses under
the Annual Incentive Compensation Plan. Starting in 1994, a number of other
management employees (not including the executive officers included in the table
on page 13) became participants under the Company's SERP, for whom the
supplemented normal retirement benefits will be determined without reference to
either of the above-mentioned limitations, but will include in only base salary
and not bonuses. In each case in which a retiring executive's supplemented
normal retirement benefit exceeds the benefit payable by the retirement plan or
plans in which the executive has participated, the Company will pay such excess
amount to him or her as a supplemental retirement benefit. Participation in the
SERP is determined by the Compensation Committee of the Board of Directors,
which has designated as participants a number of senior executives including all
those named in the table on page 13 (except that Mr. Graham, who has elected not
to participate in savings plan features of the SERP, will be covered only by the
retirement plan features of the SERP described above).