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SEC Filings

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


Transactions With Related Persons, Promoters and Certain Control Persons

Mrs. Elizabeth G. Weymouth, the daughter of the late Mrs. Katharine Graham and the sister of Mr. Donald E. Graham, is employed as an Editor-at-Large of the Company’s publications and websites. In 2016, she received $300,000 in compensation. Mrs. Weymouth’s base salary for 2017 is $300,000.

Laura O’Shaughnessy, a daughter of Mr. Donald E. Graham and the wife of Mr. Timothy J. O’Shaughnessy, is employed full time as the President and Chief Executive Officer of Social Code LLC, a subsidiary of the Company. In 2016, Mrs. O’Shaughnessy was paid $400,000 in base salary and received a bonus of $800,000 based on the achievement of pre-established 2016 performance goals. Mrs. O’Shaughnessy’s base salary for 2017 is $400,000. She held 1,500 shares of Restricted Stock of the Company and 1,500 shares of Restricted Stock in Cable ONE in the 2013–2016 cycle that vested in January 2017 (representing a total value of $1,716,690), and holds 1,000 shares of Restricted Stock in the 2015–2018 cycle that will vest in January 2019. Mrs. O’Shaughnessy also participates in Social Code’s long-term incentive plans under which she currently holds certain units with expected payments in the third quarter of 2017 and 2018 and other units that may pay out beginning in 2020. The value of the units in Social Code’s long-term incentive plans is tied to an increase in the equity value of Social Code LLC.

OTHER MATTERS THAT MAY COME BEFORE THE MEETING

As of the date of this Proxy Statement, the only matters that the Board of Directors expects to present to the Meeting are those discussed herein. If any other matter or matters are properly brought before the Meeting or any adjournment thereof, it is the intention of the persons named in the accompanying form of Proxy to vote on those matters in accordance with their best judgment.

Upon the recommendation of the Audit Committee, the Board of Directors has selected PricewaterhouseCoopers LLP as the Company’s independent registered accountant to audit and report on its financial statements for the fiscal year 2017. The same firm has acted as the Company’s independent accountant continuously since the Company was organized in 1946. As in previous years, a representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make any statement that he or she may desire with respect to the Company’s financial statements for 2016 and the firm’s relationship with the Company and will be available to respond to appropriate questions from shareholders.

 

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