GRAHAM HOLDINGS COMPANY (NYSE:GHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

GRAHAM HOLDINGS COMPANY (NYSE:GHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 to which he was selected as a
director. Mr. Markells compensation for service as a non-employee
director will be consistent with that of the Companys 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 Companys 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
Thomas S. Gayner
964,001
Donald E. Graham
964,001
Timothy J. O’Shaughnessy
964,001
G. Richard Wagoner, Jr.
964,001
Katharine Weymouth
964,001
Class B Common Stock Nominees
For
Withheld
Abstain
Broker Non-Votes
Christopher C. Davis
3,515,140
146,899
Anne M. Mulcahy
3,620,615
41,424
Larry D. Thompson
3,632,997
29,042
>>>
Proposal 2: Advisory Vote to Approve 2016 Compensation Awarded to
Named Executive Officers
The Companys Class A stockholders approved, on an advisory basis,
the compensation paid to the Companys named executive officers
for 2016, as set forth below:
Class A Common Stock
For
Withheld
Abstain
Broker Non-Votes
964,001
Proposal 3: Advisory vote to determine the frequency of future
advisory votes on compensation awarded to the Companys named
executive officers
The Companys Class A stockholders approved, on an advisory basis,
that an annual vote be held on compensation paid to the Companys
named executive officers, as set forth below:
Class A Common Stock

1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
964,001
Proposal 4: Re-approval of the Graham Holdings Company 2012
Incentive Compensation Plan performance goals
The Companys Class A stockholders re-approved the performance
goals under the Graham Holdings Company 2012 Incentive
Compensation Plan, as set forth below:
Class A Common Stock
For
Withheld
Abstain
Broker Non-Votes
964,001
Item 9.01
Financial Statements and Exhibits
Item 9.01(d) Exhibits
Exhibit No. Description
99.1 Press Release dated May 4, 2017
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 4, 2017
/s/ Nicole Maddrey
(


About GRAHAM HOLDINGS COMPANY (NYSE:GHC)

Graham Holdings Company is a diversified education and media company. The Company’s operations include educational services; television broadcasting; online, print and local television (TV) news; social-media advertising services; home health and hospice care, and manufacturing. The Company’s segments include Kaplan Higher Education (KHE), Kaplan Test Preparation (KTP), Kaplan International, television broadcasting and other businesses. KHE consists of Kaplan University. Kaplan University provides a range of certificate, diploma and degree programs. Kaplan’s KHE division consists primarily of Kaplan University. KTP includes test preparation businesses in pre-college, graduate, health and bar review, as well as businesses in new economy skills training and in career advising. Kaplan International (KI) operates businesses in Europe and the Asia Pacific region. Its other businesses include operations of The Slate Group LLC, which publishes online magazine and additional Websites.

GRAHAM HOLDINGS COMPANY (NYSE:GHC) Recent Trading Information

GRAHAM HOLDINGS COMPANY (NYSE:GHC) closed its last trading session down -2.05 at 591.85 with 33,815 shares trading hands.