Graham Holdings Co
For the period ended May 6, 2025. Filed Mar 26, 2025.
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 6, 2025 · Filed Mar 26, 2025
Contents
Proxy Statement
GH GRAHAM HOLDINGS VOTE Using a black ink pen, mark your votes with an X as shown in this example. Please co not write outside the designated areas. 2025 Annual Meeting Proxy Card—Class A Common IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proposals The Board of Directors recommends a vote FOR all nominees listed and FOR Proposal 2. 1. Election of Directors:01-Thomas S. Gayner 04-Timothy J. O’Shaughnessy 07- Jack Markell For Against Abstain 02- Donald E. Graham 05-6. Richard Wagoner, Jr. For Against Abstain 03 Anne M. Mulcahy.06-Katharine Weymouth For Against Abstain 2. Advisory Vote to Approve 2024 Executive Compensation Awarded to Named Executive Officers For Against Abstain 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. CAuthorized Signatures—This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. 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. 043136 1 UPX +
Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 6, 2025. The Proxy Statement and the Annual Report to Shareholders are available at www.edocumentview.com/GHC. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPEâ–¼ Proxy Graham Holdings Company Graham Holdings Company Class A Common Stock Annual Meeting of Shareholders—May 6, 2025 Proxy Solicited on behalf of the Board of Directors Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas, and Nicole M. Maddrey (the “Proxies”), 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 6, 2025, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. 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.)
GH GRAHAM HOLDINGS VOTE Your vote matters here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 5:00 p.m., Eastern Daylight Time, on May 5, 2025. Online Go to www.envisionreports.com/GHC or scan the QR code Use the number located in the shaded bar below to login. 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 co not write outside the designated areas. 2025 Annual Meeting Proxy Card—Class B Common IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.V Proposals The Board of Directors recommends a vote FOR all the nominees listed. 1. Election of Directors:01-Tony Allen For Against Abstain Î 02-Danielle Conley For Against Abstain 03-Christopher C. Davis. For Against Abstain + 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. CAuthorized Signatures—This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, quardian, 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. 1 UPX + 0431
Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 6, 2025. The Proxy Statement and the Annual Report to Shareholders are available at www.envisionreports.com/GHC. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPEâ–¼ Proxy Graham Holdings Company Graham Holdings Company Class B Common Stock Annual Meeting of Shareholders—May 6, 2025 Proxy Solicited on behalf of the Board of Directors Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas, and Nicole M. Maddrey (the “Proxies”), 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 6, 2025, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. 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)
GH GRAHAM HOLDINGS VOTE Using a black ink pen, mark your votes with an X as shown in this example. Please co not write outside the designated areas. 2025 Annual Meeting Proxy Card—Class B Common IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proposals The Board of Directors recommends a vote FOR all the nominees listed. 1. Election of Directors:01-Tony Allen For Against Abstain 02-Danielle Conley For Against Abstain 03-Christopher C. Davis. For Against Abstain ☐ + BAuthorized Signatures—This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. 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. 0437DE 1 UPX +
Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 6, 2025. The Proxy Statement and the Annual Report to Shareholders are available at www.edocumentview.com/GHC. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPEâ–¼ Proxy Graham Holdings Company Graham Holdings Company Class B Common Stock Annual Meeting of Shareholders—May 6, 2025 Proxy Solicited on behalf of the Board of Directors Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas, and Nicole M. Maddrey (the “Proxies”), 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 6, 2025, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. 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.)
GH GRAHAM HOLDINGS VOTE Your vote matters here’s how to vote! You may vote online or by phone instead of mailing this card. Voting directions submitted by Internet or telephone must be received by 11:00 p.m., Eastern Daylight Time, on May 1, 1.1 2025 for participants in the 401(k) savings plans listed on the reverse side of the proxy card with Graham Holdings Company Class B common stock allocated to his or her savings plan. account(s). Online Go to www.envisionreports.com/GHC or scan the QR code Use the number located in the shaded bar below to login. 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 co not write outside the designated areas. 2025 Annual Meeting Proxy Voting Direction Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proposals The Board of Directors recommends a vote FOR all the nominees listed. 1. Election of Directors:01-Tony Allen For Against Abstain Î 02-Danielle Conley For Against Abstain 03-Christopher C. Davis. For Against Abstain + 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. CAuthorized Signatures—This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, quardian, 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. 1 UPX + 043F
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.â–¼ Proxy Graham Holdings Company Proxy Voting Direction Card for 2025 Annual Meeting of Shareholders Vanguard Fiduciary Trust Company (the “Plan Trustee”), 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 (the “Company”) Class B 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 6, 2025, with respect to the election of directors and at any adjournments or postponements. The Plan Trustee 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 the Plan Trustee 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 1, 2025, which is earller 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 shareholder. If no such directions are indicated, the Plan Trustee will have authority to vote FOR the election of the Board of Directors. In its 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)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.