Print Page  |  Close Window

Investor Relations

SEC Filings

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


Q:    How do I vote?

A:    There are four ways to vote:

 

    By Internet at www.investorvote.com. We encourage you to vote this way;
    By toll-free telephone at 1-800-652-8683;
    By completing and mailing your Proxy card; or
    By written ballot at the Meeting.

If you vote by Internet or telephone, your vote must be received by 5:00 p.m., Eastern Daylight Saving Time, on the day before the Meeting. Your shares will be voted as you indicate. If you are a Class B Shareholder and do not indicate your voting preferences, Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas and Nicole M. Maddrey, acting as your proxies, will vote your shares in favor of the applicable nominated Directors.

If you are a Class A Shareholder and do not indicate your voting preferences, the foregoing persons, acting as your proxies, will vote your shares in favor of the applicable nominated Directors, for approval of the compensation paid to the Company’s named executive officers for 2016, for an annual Class A Shareholder advisory vote on compensation to be paid to the Company’s named executive officers and in favor of re-approval of performance goals under the Company’s 2012 Incentive Compensation Plan.

Q:    Who can vote?

A:    You can vote if you were a shareholder of record as of the close of business on March 15, 2017 (the “Record Date”). If you hold shares in street name, your broker, bank or other nominee will instruct you as to how your shares may be voted by proxy, including whether telephonic or Internet voting options are available. You may not vote shares held in street name in person at the Meeting unless you have a Proxy executed in your favor by your broker, bank or other nominee.

Both Class A Shareholders and Class B Shareholders are entitled to vote on Proposal 1: Election of Directors. In accordance with the Company’s constitutive documents and under Delaware corporate law, only Class A Shareholders are entitled to vote on Proposal 2: Advisory Vote to Approve 2016 Compensation Awarded to Named Executive Officers; Proposal 3: Advisory Vote to Determine Frequency of Shareholder Advisory Vote Regarding Compensation Awarded to Named Executive Officers; and Proposal 4: Re-Approval of Performance Goals under the Company’s 2012 Incentive Compensation Plan.

Q:    Can I change my vote?

A:    Yes. You can change your vote or revoke your Proxy at any time before the Meeting:

 

    By entering a new vote by Internet or telephone;
    By returning a later-dated Proxy card; or
    By voting in person at the Meeting, provided you first revoke your previously voted Proxy.

Q:    What vote is required to approve a proposal?

A:    Directors will be elected by a plurality of the votes cast at the Meeting. This means that the six Class A Shareholder nominees receiving the highest number of votes cast and the three Class B Shareholder nominees receiving the highest number of votes cast shall be elected. You do not have the right to cumulate votes in the election of Directors. A properly executed Proxy marked “WITHHOLD” with respect to the election of one or more Directors will not be voted with respect to the Director or Directors indicated, although it will be counted for purposes of determining whether a quorum is present at the Meeting.

While Proposal 2 to approve the 2016 compensation awarded to the Company’s named executive officers is non-binding and advisory in nature, it will be approved only on the favorable vote of a majority of the Class A Shareholders present or represented at the Meeting. Proposal 3 to determine the frequency of such shareholder advisory votes on compensation in the future by Class A Shareholders is also an advisory and non-binding vote, and the Company will deem Class A Shareholders to have selected the frequency that receives the plurality of the votes cast by Class A Shareholders present or represented at the Meeting. The effectiveness of Proposal 4 to re-approve performance goals under the Company’s 2012 Incentive Compensation Plan is conditioned on the favorable vote of a majority of the holders of Class A Common Stock present or represented at the Meeting.

 

4