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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/23/2017
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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors, officers and persons who own more than 10% of a registered class of the Company’s equity securities to file with SEC initial reports of ownership and reports of changes in ownership of Class B Stock. Based upon information furnished by these persons, we believe that all required filings for 2016 were made in a timely manner.

PROPOSAL 2: APPROVAL OF 2016 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Securities Exchange Act of 1934 and the corresponding SEC rules, the Company is seeking an advisory, non-binding shareholder vote from its Class A Shareholders with respect to compensation awarded to its named executive officers for 2016. On May 12, 2011, the majority of the Company’s Class A Shareholders voted in favor of an annual, non-binding shareholder advisory vote on executive compensation and, in consideration of the outcome of the frequency vote, the Board determined to hold such advisory vote each year. The Company’s executive compensation program and compensation paid to its named executive officers are described under the heading “Executive Compensation” in this Proxy Statement. The Compensation Committee oversees the program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect the Company’s circumstances and to promote the main objective of the program: to motivate talented employees in order to increase value for shareholders by facilitating long-term growth of the Company. If you are a Class A Shareholder, you may vote for or against the following resolution, or you may abstain. The Compensation Committee will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation program.

Resolved, that the compensation paid to the Company’s named executive officers for 2016, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, narrative discussion and related material included in this Proxy Statement, is hereby APPROVED.

THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE FOREGOING RESOLUTION.

PROPOSAL 3: DETERMINE FREQUENCY OF SHAREHOLDER ADVISORY VOTE REGARDING COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS

As required by SEC rules, the Company is seeking an advisory, non-binding shareholder vote about how often it should present the Class A Shareholders with the opportunity to vote on compensation awarded to its named executive officers. If you are a Class A Shareholder, you may elect to have the vote held annually, every two years or every three years, or you may abstain. The last vote on frequency was held May 12, 2011, and under SEC rules, the Company is required to hold a vote to determine the frequency of votes at least once every six calendar years. At the last vote, Class A Shareholders voted to hold an advisory vote on say-on-pay every year. The Company continues to believe that say-on-pay votes should be conducted every year. The Board recommends an annual vote, but the vote is advisory so the Class A Shareholders are not voting to approve or disapprove of that recommendation. The Compensation Committee will consider the outcome of the vote, along with other relevant factors, in recommending the frequency of a vote to the Board of Directors. Class A Shareholders may cast their advisory vote on the frequency of advisory votes on executive compensation every “1 Year,” “2 Years” or “3 Years,” or “Abstain.”

THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A SHAREHOLDERS VOTE “FOR” AN ANNUAL SHAREHOLDER ADVISORY VOTE ON COMPENSATION AWARDED TO ITS NAMED EXECUTIVE OFFICERS.

 

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