Graham Holdings Co
For the period ended May 7, 2024. Filed Mar 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2024 · Filed Mar 26, 2024
Contents
Proxy Statement
MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE You may vote online or by phone instead of mailing this card. DESIGNATION (IF ANY) Votes submitted electronically must be ADD 1 000001 ADD 2 received by 5:00 p.m., Eastern Daylight Time, ADD 3 on May 6, 2024. ADD 4 ADD 5 Online ADD 6 Go to www.envisionreports.com/GHC or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card — Class B Common 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposal — The Board of Directors recommends a vote FOR all the nominees listed. 1. Election of Directors: + For Withhold For Withhold For Withhold 01—Tony Allen 02—Danielle Conley 03—Christopher C. Davis Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears herein. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMM 1UPX 607955 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03YDHC
Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 7, 2024. The Proxy Statement and the Annual Report to Shareholders are available at www.envisionreports.com/GHC. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Graham Holdings Company Graham Holdings Company Class B Common Stock Annual Meeting of Shareholders – May 7, 2024 Proxy Solicited on behalf of the Board of Directors Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas, and Nicole M. Maddrey, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of GRAHAM HOLDINGS COMPANY to be held on May 7, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side)
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card — Class B Common qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposal — The Board of Directors recommends a vote FOR all the nominees listed. 1. Election of Directors: + For Withhold For Withhold For Withhold 01—Tony Allen 02—Danielle Conley 03—Christopher C. Davis Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears herein. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX 607955 + 03YDIC
Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 7, 2024. The Proxy Statement and the Annual Report to Shareholders are available at www.edocumentview.com/GHC. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Graham Holdings Company Graham Holdings Company Class B Common Stock Annual Meeting of Shareholders – May 7, 2024 Proxy Solicited on behalf of the Board of Directors Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas, and Nicole M. Maddrey, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of GRAHAM HOLDINGS COMPANY to be held on May 7, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued and to be voted on reverse side.)
MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 000001 ADD 2 ADD 3 ADD 4 MMMMMMMMM ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card — Class A Common qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors Recommends a vote FOR all nominees listed and FOR Proposal 2. 1. Election of Directors: + For Withhold For Withhold For Withhold 01—Thomas S. Gayner 02—Donald E. Graham 03—Anne M. Mulcahy 04—Timothy J. O’Shaughnessy 05—G. Richard Wagoner, Jr. 06—Katharine Weymouth For Against Abstain 2. Advisory Vote to Approve 2023 Executive Compensation Awarded to Named Executive Officers Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to be counted — Date and Sign Below Please sign exactly as name(s) appears herein. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMM 1UPX 607955 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03YDGD
Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 7, 2024. The Proxy Statement and the Annual Report to Shareholders are available at www.edocumentview.com/GHC. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Graham Holdings Company Graham Holdings Company Class A Common Stock Annual Meeting of Shareholders – May 7, 2024 Proxy Solicited on behalf of the Board of Directors Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas, and Nicole M. Maddrey, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of GRAHAM HOLDINGS COMPANY to be held on May 7, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the Election of the Board of Directors and FOR Proposal 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued and to be voted on reverse side.)
MMMMMMMMMMMM MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. MR A SAMPLE Voting directions submitted by Internet or telephone must be DESIGNATION (IF ANY) received by 11:00 p.m., Eastern Daylight Time, on ADD 1 May 2, 2024 for participants in the 401(k) savings plans listed on ADD 2 000001 the reverse side of the proxy card with Graham Holdings Company ADD 3 ADD 4 common stock allocated to his or her savings plan account(s). MMMMMMMMM ADD 5 Online ADD 6 Go to www.envisionreports.com/GHC or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Voting Direction Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposal — The Board of Directors recommends a vote FOR all the nominees listed. 1. Election of Directors: + For Withhold For Withhold For Withhold 01—Tony Allen 02—Danielle Conley 03—Christopher C. Davis BNon-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. C Authorized Signatures — This section must be completed for your vote to be counted — Date and Sign Below Please sign exactly as name(s) appears herein. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMM 1PCF 607955 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03YDKD
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Graham Holdings Company Proxy Voting Direction Card for 2024 Annual Meeting of Stockholders Vanguard Fiduciary Trust Company (Vanguard), as Trustee of the Savings Plan for Graham Holdings Company, the Kaplan, Inc. Tax Deferred Savings Plan for Salaried Employees, and the 401(k) Savings Plan for GHC Affiliates (collectively, the “Plans”) is directed to vote the shares of Graham Holdings Company (Company) common stock allocated to my account(s) in the Plan(s) listed above in which I participate, at the Annual Meeting of Shareholders of the Company to be held on May 7, 2024, with respect to the election of directors and at any adjournments or postponements. Vanguard will vote in accordance with the directions indicated on this card. If no voting direction is received or if this proxy direction card is returned unsigned, the shares allocated to my account(s) will be voted by Vanguard in proportion to those shares allocated to accounts of participants for which timely directions were received, unless contrary to the Employee Retirement Income Security Act (ERISA). Plan Participants are requested to mark, date and sign this card and return it promptly in the enclosed envelope. Please note that for Plan Participants, voting direction must be received no later than 11:00 p.m. Eastern Daylight Time, on May 2, 2024, which is earlier than the time at which votes must be received for shares held outside of the Plans. To vote by Internet or telephone, see instructions on the reverse side. This proxy is solicited on behalf of the Company’s Board of Directors. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Plan Trustee will have authority to vote FOR the election of the Board of Directors. In their discretion, the Plan Trustee is authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side)
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