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Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/05/2017
Entire Document
 




Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)    On May 4, 2017, Jack Markell was elected to the Board of Directors of Graham Holdings Company (the “Company”). The Board has not yet determined whether Mr. Markell will be a member of any committee of the Board. The Board determined that Mr. Markell qualifies as an "independent director" under New York Stock Exchange listing standards. There are no family relationships between Mr. Markell and any director or executive officer of the Company or any related party transactions involving Mr. Markell and the Company. There is no arrangement or understanding between Mr. Markell and any other person pursuant to which he was selected as a director. Mr. Markell’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, which consists of an annual cash retainer and reimbursement of out-of-pocket expenses for the meetings that he attends. The Company's non-employee director compensation practices are described in the Proxy Statement for the Company's 2017 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 23, 2017 under the heading "Director Compensation."

A copy of the Company's press release announcing the election of Mr. Markell is furnished as Exhibit 99.1 to the Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 4, 2017, Graham Holdings Company held its Annual Meeting of Stockholders. The following is a summary of the final voting results for each matter presented to stockholders.


Proposal 1: Election of Directors

The Company’s stockholders elected the nine persons nominated as Directors of the Company as set forth below:

Class A Common Stock Nominees
 
For
Withheld
Abstain
Broker Non-Votes
Lee C. Bollinger
964,001
0
0
0
Thomas S. Gayner
964,001
0
0
0
Donald E. Graham
964,001
0
0
0
Timothy J. O'Shaughnessy
964,001
0
0
0
G. Richard Wagoner, Jr.
964,001
0
0
0
Katharine Weymouth
964,001
0
0
0
 
Class B Common Stock Nominees
 
For
Withheld
Abstain
Broker Non-Votes
Christopher C. Davis
3,515,140
146,899
0
0
Anne M. Mulcahy
3,620,615
41,424
0
0
Larry D. Thompson
3,632,997
29,042
0
0

Proposal 2: Advisory Vote to Approve 2016 Compensation Awarded to Named Executive Officers

The Company’s Class A stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for 2016, as set forth below:

Class A Common Stock
For
Withheld
Abstain
Broker Non-Votes
964,001
0
0
0