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


Adjustments. In the event of any change affecting the shares of common stock as a result of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the Compensation Committee will adjust the type and maximum aggregate number of shares of common stock that (i) may be distributed under the 2012 ICP and (ii) with respect to which amount annual awards may be granted to a participant. In addition, in the event of any increase or decrease in the type or number of issued shares of common stock of the Company without receipt of payment or consideration by the Company, the Compensation Committee may adjust the type or number of shares of common stock subject to awards granted under the 2012 ICP and the exercise price options granted under the 2012 ICP.

Other Transactions. In the event of certain transactions, as described below, the Compensation Committee may (i) cancel all awards granted under the 2012 ICP and pay in cash the value of each such award, as determined by the Compensation Committee (which, in the case of any option granted under the 2012 ICP, will equal the excess of (A) the value of the property received by a holder of common stock in connection with such transaction, as determined by the Compensation Committee over (B) the exercise price of such option) or (ii) provide for the exchange of awards granted under the 2012 ICP for some or all of the property received by a holder of shares of common stock in connection with such transaction and make any equitable adjustments in the exercise price or the number of shares subject to such award.

For purposes of the 2012 ICP, such other transactions include (i) a dissolution or liquidation of the Company; (ii) a sale of all or substantially all of the Company’s assets; or (iii) a merger, consolidation or similar transaction involving the Company in which holders of shares of common stock receive consideration other than shares of the surviving corporation in the transaction.

Duration and Amendment. The Board of Directors may at any time suspend or discontinue the 2012 ICP or revise or amend it in any respect whatsoever, subject to any requirement for shareholder approval imposed by any applicable law, tax requirement or rule of a stock exchange. No such amendment to the 2012 ICP shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. No grants of awards may be under the 2012 ICP after February 23, 2022.

2012 ICP Benefits

It is not presently possible to determine the dollar amounts that will be granted under the 2012 ICP for fiscal 2017 or in future years, and all awards under the 2012 ICP will be made in the Compensation Committees discretion, and therefore a new plan benefits table for the 2012 ICP is not provided.

Additional Information Regarding the 2012 ICP

The following table indicates, as of December 31, 2016, the aggregate number of options under the 2012 ICP to each of the following since the inception of the 2012 ICP: each person named in the Summary Compensation Table, all current executive officers as a group, all current employees of the Company (other than executive officers) as a group, all current non-employee Directors as a group, each associate of current named executive officers and non-employee Directors and each other person who received at least 5% of the options under the 2012 ICP. The fair market value per share of the shares of Class B Common Stock on March 3, 2017 was $569.10.

 

Name and Position    Aggregate number of
options granted

Timothy J. O’Shaughnessy President and Chief Executive Officer

   100,0001

Hal S. Jones Senior Vice President–Finance and Chief Financial Officer

  

Andrew S. Rosen Chairman Kaplan Inc. and Executive Vice President–Graham Holdings, Co.

  

Wallace R. Cooney Vice President–Finance and Chief Accounting Officer

  

Nicole M. Maddrey Senior Vice President, General Counsel and Secretary

  

Gerald Rosberg Senior Vice President Planning and Development (Retired)

  

All current executive officers as a group

   102,0001

All current employees (other than executive officers) as a group

   3,4531

All current non-employee Directors

  

Associates of current named executive officers and non-employee Directors

  

5% option holders

  

 

1. Includes post Cable ONE spin-off adjusted options.

 

20