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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/23/2017
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Broker non-votes will have no impact on the voting results for any of the proposals presented at the Meeting, and abstentions will have the effect of a vote against (i) the proposal to approve the 2016 compensation awarded to the Company’s named executive officers (Proposal 2), (ii) the proposal to determine the frequency of future advisory votes of the Class A Shareholders on compensation (Proposal 3), and (iii) the proposal to re-approve performance goals under the Company’s 2012 Incentive Compensation Plan (Proposal 4). Abstentions will be counted for purposes of determining whether a quorum is present.

Q:    Who will count the vote?

A:    Computershare, the Company’s transfer agent and registrar, will count the vote. One of its representatives will be included among the persons authorized to certify the vote.

Q:    Who can attend the Meeting?

A:    All shareholders of record as of the close of business on March 15, 2017, can attend.

Q:    What do I need to do to attend the Meeting?

A:    To attend the Meeting, please follow these instructions:

 

    If you vote by using the enclosed Proxy card, check the appropriate box on the card.
    If you vote by Internet or telephone, follow the instructions provided for attendance.
    If a broker or other nominee holds your shares, bring proof of your ownership with you to the Meeting.

Seating at the Meeting will be on a first-come, first-served basis upon arrival at the Meeting.

Q:    Can I bring a guest?

A:    No. The Meeting is for shareholders only.

Q:    What is the quorum requirement of the Meeting?

A:    A majority of the outstanding shares on March 15, 2017, constitutes a quorum for voting at the Annual Meeting, except that (i) for purposes of the election of six Directors by the holders of Class A Common Stock (Proposal 1), the advisory vote on whether to approve the compensation paid to the named executive officers of the Company in 2016 (Proposal 2), the advisory vote to determine the frequency of future Class A Shareholder advisory votes on compensation (Proposal 3) and the re-approval of performance goals under the Company’s 2012 Incentive Compensation Plan (Proposal 4), a quorum requires a majority of the outstanding shares of Class A Common Stock on March 15, 2017, and (ii) for purposes of the election of three Directors by the holders of Class B Common Stock (Proposal 1), a quorum requires a majority of the outstanding shares of Class B Common Stock on March 15, 2017. If you vote, your shares will be part of the quorum. Abstentions will be counted in determining the quorum. On March 15, 2017, there were 964,001 shares of Class A Common Stock and 4,626,835 shares of Class B Common Stock outstanding and entitled to vote.

Q:    Who is soliciting Proxies?

A:    Solicitation of Proxies is being made by the Company’s management through the mail, in person, on the Internet or by telephone, without any additional compensation being paid to such members of the Company’s management. The cost of such solicitation will be borne by the Company. In addition, the Company has requested brokers and other custodians, nominees and fiduciaries to forward Proxy cards and Proxy soliciting material to shareholders, and the Company will pay their fees and reimburse them for their expenses in so doing.

Q:    When are the shareholder proposals due for the Company’s 2018 Annual Meeting of Shareholders?

A:    Shareholder proposals submitted by shareholders entitled to vote on such matters, meeting the requirements of the SEC’s proxy rules, must be in writing, received by November 24, 2017, and addressed to the Secretary of the Company at 1300 North 17th Street, Suite 1700, Arlington, VA 22209.

Holders of Class B Common Stock are entitled to vote for the election of 30% of the members of the Board of Directors (and, if required by the rules of the New York Stock Exchange, on management proposals to reserve shares for stock options or to

 

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