8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2020

GRAHAM HOLDINGS COMPANY

(Exact name of registrant as specified in its charter) 

Delaware					001-06714	53-0182885
(State or other jurisdiction of incorporation)					(Commission File Number)	(I.R.S. Employer Identification No.)
1300 North 17th Street	,	Arlington	,	Virginia		22209
(Address of principal executive offices)						(Zip Code)

(703) 345-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Class B Common Stock, par value $1.00 per share	GHC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 7, 2020, 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 ten 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
Jack A. Markell	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	3,146,265	300,918	0	0
Anne M. Mulcahy	3,194,389	252,842	0	0
Larry D. Thompson	3,252,556	194,675	0	0

Proposal 2: Advisory Vote to Approve 2019 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 2019, as set forth below:

Class A Common Stock

For	Against	Abstain	Broker Non-Votes
964,001	0	0	0

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Exhibit Index

Exhibit 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Graham Holdings Company
	(Registrant)
Date: May 8, 2020	/s/ Nicole Maddrey
	(Signature) Nicole Maddrey Senior Vice President, Secretary and General Counsel

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XML

Cover Page	May 07, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 07, 2020
Entity Registrant Name	GRAHAM HOLDINGS CO
Entity Incorporation, State or Country Code	DE
Entity File Number	001-06714
Entity Tax Identification Number	53-0182885
Entity Address, Address Line One	1300 North 17th Street
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22209
City Area Code	703
Local Phone Number	345-6300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock, par value $1.00 per share
Trading Symbol	GHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000104889
Amendment Flag	false