PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES FOR BOARD OF DIRECTORS
The Company seeks Directors of the highest personal and professional ethics, integrity and business acumen who are committed to representing
the long-term interests of the Companys shareholders. In considering its composition, the Board considers the skills and experience of prospective nominees in the context of the needs of the Board and seeks Directors who are
independent under applicable law and listing standards, despite being exempt from such requirement as a controlled company. The Companys Corporate Governance Guidelines do not prescribe specific standards regarding the
diversity of the Board, but the Board considers as a matter of practice the diversity of prospective nominees (including incumbent Directors), both culturally and in terms of the range of perspectives that the Board as a whole brings to its work.
The following nominees for Director have established records of accomplishment in areas relevant to the Companys strategy and operations and share characteristics identified in the Companys Corporate Governance Guidelines and Statement
of Ethical Principles as essential to a well-functioning deliberative body: honesty, integrity, independence, competence, diligence and commitment to the interests of all shareholders to build long-term shareholder value.
The Company is a diversified education and media company serving customers in a rapidly evolving, highly regulated, competitive and
technological environment. The Directors expertise and experience encompass the areas of education, media, technology, marketing, international business and finance, journalism, law and public policy. All of the Directors have held senior
positions as leaders of complex organizations (both for-profit and non-profit) and gained expertise in core management skills, such as strategy and business development, innovation, line operations, brand management, finance, compensation and
leadership development, compliance and risk management. They have significant experience in corporate governance and oversight through their positions as senior executives and as Directors (or Trustees) of public companies and other institutions,
and many have served as members of audit, compensation and governance committees at such companies or institutions, as well as at the Company. These skills and experience are pertinent to the Companys current and evolving business strategies,
as well as to the Boards oversight role, and enable the Companys Directors to provide diverse perspectives about the complex issues facing the Company.
The following biographies highlight specific qualifications, skills and experience of each of the Director nominees.
NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS
Lee C. Bollinger
age 70, has served as the 19th President of Columbia University since June 2002. Prior to becoming President of Columbia University, where he also serves as a member of the Law School faculty, Mr. Bollinger served as President of the University
of Michigan for five years and as Dean of the University of Michigan Law School for seven years. Mr. Bollinger is a member of the Board of Columbia University and certain of its affiliates. He is a Trustee of the Kresge Foundation and the
Institute of International Education and was Chairman of the Board of the Federal Reserve Bank of New York until December 2012. Mr. Bollinger is the recipient of numerous honorary degrees and awards, most notably for his national leadership in
defending affirmative action, for his service in higher education and for his scholarship and leadership in defense of freedom of speech and the press. He has served as a Director of the Company since May 2007 and is a member of the Compensation
Committee of the Board. Mr. Bollingers experience in higher education and at a variety of educational institutions facing differing challenges and opportunities is of particular relevance to the Companys higher education business
segment and other education-related initiatives, but also reflects his commitment to principles. In his former role as a Director of the Federal Reserve Bank of New York, Mr. Bollinger gained experience in financial matters, particularly those
affecting national economies and financial and market systems.
Thomas S. Gayner
Mr. Gayner, age 55, has served as Co-Chief Executive Officer of Markel Corporation, a publicly traded financial holding company
headquartered in Glen Allen, VA, since January 2016, and prior to that, he served as President and Chief Investment Officer of Markel Corporation since May 2010. Mr. Gayner has served as a Director of the Company since January 2007. He is
Chairman of the Audit Committee and a member of the Finance Committee. Since 1990, he has served as President of Markel Gayner Asset Management; he served as a Director of Markel Corporation from 1998 to 2003. Previously, he was a certified public
accountant at PricewaterhouseCoopers LLP and a Vice President of Davenport & Company of Virginia. Mr. Gayner serves on the Board of Directors of Colfax Corporation, Cable ONE, The Davis Series Mutual Funds, Bon Secours Health System
and the Community Foundation of Richmond. Mr. Gayner