Print Page  |  Close Window

Investor Relations

SEC Filings

DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/23/2017
Entire Document
 


  has voting and investment power with respect to shares of Class B Stock as follows: shared voting and investment power, 58,469 (1.0%) shares. The holdings of Class B Stock recorded for Mr. Mosley include 899,360 (16.1%) shares issuable upon conversion of shares of Class A Stock deemed to be beneficially owned by Mr. Mosley as a Trustee of various trusts.

 

(d) According to a Schedule 13G filed on February 14, 2017, Southeastern Asset Management, Inc. (“Southeastern Asset”), an investment adviser, was deemed to be the beneficial owner of 768,371 (16.5%) shares of Class B Stock. According to the Schedule 13G, Southeastern Asset has sole voting power over 293,278 shares; shared voting power over 428,000 shares; no voting power over 47,093 shares; sole dispositive power over 340,371 shares; and shared dispositive power over 428,000 shares. The Schedule 13G was filed jointly with Longleaf Partners Small-Cap Fund (an investment company), which has shared voting and dispositive power over 428,000 (9.2%) shares, according to the Schedule 13G.

 

(e) According to a Schedule 13G filed on February 13, 2017, The Vanguard Group (“Vanguard”), an investment advisor, was deemed to be the beneficial owner of 332,702 (7.15%) shares of Class B Stock. According to the Schedule 13G, Vanguard has sole voting power over 2,657 shares, shared dispositive power over 3,032 shares, and sole dispositive power over 329,670 shares.

 

(f) According to a Schedule 13G filed on February 10, 2017, Schroder Investment Management North America Inc. (“Schroder Investment”), an investment adviser, was deemed to be the beneficial owner of 322,565 (5.7%) shares of Class B Stock. According to the Schedule 13G, Schroder Investment has shared voting and investment power over 322,565 shares.

 

(g) According to a Schedule 13G filed on January 24, 2017, BlackRock, Inc. (“BlackRock”), an investment advisor, was deemed to be the beneficial owner of 345,922 (7.4%) shares of Class B Stock. According to the Schedule 13G, BlackRock has sole voting power over 329,562 shares and sole dispositive power over 345,922 shares.

The table below, which is based on information furnished to the Company by its Directors and officers, shows as of February 1, 2017, for each person nominated for election as a Director, each named executive officer and for all Directors and executive officers of the Company as a group, the number of shares of each class of Common Stock “beneficially owned” (as defined in the Securities and Exchange Commission’s proxy rules) and, in the case of each nominee for election as a Director, the nature of such “beneficial ownership.” For the reasons set forth in the first paragraph of this section of the Proxy Statement, there is very substantial duplication in the numbers of shares and percentages shown in the following table.

Holdings of Directors and Officers*

 

     Shares (%)  
     Class A            Class B(a)  

Lee C. Bollinger^

               

Wallace R. Cooney+

              1,400  (b) 

Christopher C. Davis^

              5,000  (b) 

Thomas S. Gayner^(c)

              5,300  (b) 

Donald E. Graham^+(d)

     948,954  (98.4%)         1,116,811  (20.0%) 

Hal S. Jones+(e)

              6,065  (b) 

Nicole M. Maddrey+

              2,150  (b) 

Anne M. Mulcahy^

               

Timothy J. O’Shaughnessy^+(f)

     9,867  (b)         39,409  

Andrew S. Rosen+(g)

              85,433  (1.5%) 

Larry D. Thompson^

              76  (b) 

G. Richard Wagoner, Jr.^(h)

              1,000  (b) 

Katharine Weymouth^

              14,721  (b) 

All Directors, named executive officers and remaining executive officers as a group, eliminating duplications (8 individuals)(i)

     958,821  (99.5%)         1,256,544  (22.5%) 

 

*  Unless otherwise indicated, the Directors and officers listed have sole voting and investment power with respect to such securities. None of the securities has been pledged as security.

^  Director.

+  Named Executive Officer.

 

(a) Includes 964,001 shares of Class B Stock issuable upon conversion of shares of Class A Stock.

 

(b) Less than 1%.

 

(c) Includes 5,200 shares of Class B Stock held for the account of a number of beneficial owners in which Mr. Gayner disclaims beneficial ownership.

 

(d) See Table of “Principal Holders of Stock” on page 14.

 

(e) Includes 3,090 shares Mr. Jones has the right to purchase, pursuant to stock options.

 

(f) Class A shares held in a trust for Mr. O’Shaughnessy’s spouse. Class B stock includes 17,349 shares held in trusts for the benefit of Mr. O’Shaughnessy’s spouse and children. He is neither a trustee nor a beneficiary of such trusts and disclaims beneficial ownership. Includes 29,542 shares Mr. O’Shaughnessy has the right to purchase, pursuant to stock options.

 

(g) Includes 77,258 shares Mr. Rosen has the right to purchase, pursuant to stock options. In addition to the stock set forth above, Mr. Rosen holds 7,206 shares of Kaplan stock, which represents less than 1% of the total outstanding stock of Kaplan, Inc.

 

(h) Shares are held in a revocable trust.

 

(i) Includes 113,533 shares of Class B Stock, which Directors and executive officers have the right to purchase, pursuant to stock options, and shares of restricted stock awarded to executive officers in accordance with the Graham Holdings Company Incentive Compensation Plan. It does not include 12,200 shares of Class B Stock held as of December 31, 2016, by the trustee of various savings plans maintained by the Company and its business units over which the trustee has voting and investment powers.

 

15