SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
THE WASHINGTON POST COMPANY
- ----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------
T H E W A S H I N G T O N P O S T C O M P A N Y
1150 15TH STREET, N.W., WASHINGTON D.C. 20071
March 28, 2002
You are cordially invited to the Company's 2002 Annual Meeting of
Stockholders, which will be held in the Ninth Floor Meeting Room, The Washington
Post Building, 1150 15th Street, N.W., Washington, D.C., on Thursday, May 9,
2002, at 8:00 o'clock in the morning.
At the meeting there will be a report on the Company's activities, and
Directors will be elected for the ensuing year.
It is important that your shares be represented at the meeting. Please sign
the accompanying Proxy and return it promptly in the envelope provided. If you
plan to attend, kindly so indicate in the space provided on the Proxy. You may
also vote your shares by telephone or on the internet. If you choose to vote
your shares by telephone or on the internet, please follow the instructions on
the enclosed Proxy.
Sincerely yours,
/s/ Donald E. Graham
DONALD E. GRAHAM
CHAIRMAN
T H E W A S H I N G T O N P O S T C O M P A N Y
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS/MAY 9, 2002
The Annual Meeting of Stockholders of The Washington Post Company will be
held in the Ninth Floor Meeting Room, The Washington Post Building, 1150 15th
Street, N.W., Washington, D.C., 20071 on Thursday, May 9, 2002, at 8:00 a.m.,
Eastern Daylight Saving Time, for the following purposes:
1. To elect Directors for the ensuing year, as more fully described in
the accompanying Proxy Statement.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 11, 2002, as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting.
It is important that your shares be represented and voted at the meeting,
and you should therefore sign and return your Proxy at your earliest
convenience. You may also vote your shares by telephone or on the internet. If
you choose to vote your shares by telephone or on the internet, please follow
the instructions on the enclosed Proxy. You may revoke your Proxy at any time
before it has been voted at the Annual Meeting. You may vote in person at the
Annual Meeting even if you returned a Proxy, provided that you first revoke your
Proxy.
By Order of the Board of Directors,
DIANA M. DANIELS, SECRETARY
Washington, D.C., March 28, 2002
T H E W A S H I N G T O N P O S T C O M P A N Y
1150 15TH STREET, N.W., WASHINGTON D.C. 20071
PROXY STATEMENT
March 28, 2002
The accompanying Proxy is solicited by the Board of Directors of The
Washington Post Company (hereinafter called the "Company") for use at the Annual
Meeting of Stockholders to be held on Thursday, May 9, 2002, and at any
adjournment or adjournments thereof. A Proxy may be revoked at any time before
it is voted at the meeting. Solicitation of proxies will be made by the
Company's management through the mail, in person or by facsimile or telephone,
without additional compensation being paid to such members of the Company's
management, and the cost of such solicitation will be borne by the Company. In
addition, the Company will request brokers and other custodians, nominees and
fiduciaries to forward proxy cards and proxy soliciting material to the
beneficial owners of shares held of record by such persons, and the Company will
reimburse them for their expenses in so doing.
This Proxy Statement and the accompanying Proxy, together with a copy of the
Annual Report of the Company for the fiscal year ended December 30, 2001, are
being mailed to the stockholders on March 28, 2002. The Company has also filed
with the Securities and Exchange Commission a report on Form 10-K for such
fiscal year, a copy of which will be furnished without charge (except for
exhibits) to any stockholder upon his or her written request addressed to the
Treasurer of the Company at the address shown above. No material contained in
either of such reports is to be considered a part of the proxy soliciting
material.
As of the close of business on March 11, 2002, the record date for the
Annual Meeting, the Company had outstanding and entitled to vote 1,722,250
shares of Class A Common Stock (hereinafter called "Class A Stock") and
7,778,238 shares of Class B Common Stock (hereinafter called "Class B Stock"),
each of which is entitled to one vote upon all matters on which such class of
stock is entitled to vote. Only stockholders of record at the close of business
on March 11, 2002, are entitled to vote at the Annual Meeting or at any
adjournment thereof.
As of the date of this Proxy Statement the only matter that the Board of
Directors expects to present to the Annual Meeting is the election of Directors
for the ensuing year. Information with respect to the principal holders of the
Class A Stock and the Class B Stock is given below.
ELECTION OF DIRECTORS
A Board of nine Directors is to be elected, six by the holders of Class A
Stock voting separately as a class and three by the holders of Class B Stock
voting separately as a class. All Directors will hold office until the next
Annual Meeting of Stockholders and until their respective successors shall have
been elected and shall have qualified or as otherwise provided in the By-laws of
the Company.
Each Class A Stock Proxy and each Class B Stock Proxy executed and returned
by a stockholder will be voted for the election of the respective Directors
hereinafter shown as nominees for each respective class of stock, unless
otherwise indicated on such Proxy. In the event that any nominee withdraws or
for any reason is not able to serve as a Director, the persons named in the
accompanying Proxy will either vote for such other person as the Board of
Directors may nominate or will not vote for anyone to replace such nominee. The
Board of Directors knows of no reason which would cause any nominee to be unable
to act or to refuse to accept nomination or election. Directors will be elected
by a plurality of the votes cast. Any shares not voted (whether by abstention,
broker non-vote or otherwise) have no impact on the vote.
NOMINEES FOR ELECTION BY CLASS A STOCKHOLDERS
WARREN E. BUFFETT
Mr. Buffett, age 71, has for more than fifteen years been Chairman of the
Board and Chief Executive Officer of Berkshire Hathaway Inc. (insurance
underwriting, newspaper publishing and various manufacturing and
marketing activities). He was elected a Director of the Company in
May 1996 and serves as Chairman of the Finance Committee and is a member
of the Executive Committee of the Board. Mr. Buffett also served as a
Director of the Company between 1974 and 1986. He is a director of
Berkshire Hathaway Inc., The Coca-Cola Company and The Gillette Company.
Mr. Buffett is also a Life Trustee of Grinnell College and The Urban
Institute.
BARRY DILLER
Mr. Diller, age 60, has for more than the last four years been Chairman
of the Board and Chief Executive Officer of USANetworks, Inc. (an
information, entertainment and direct selling company). He was elected a
Director of the Company in September 2000. Before assuming his present
position, Mr. Diller had served as Chairman and Chief Executive Officer
of HSN, Inc. (1996-1998), Silver King Communications (1995), QVC, Inc.
(1992-1994), and Fox, Inc. (1984-1992), and as Chairman of the Board of
Home Shopping Network, Inc. (1995). Prior to joining Fox, Inc., he served
for ten years as Chairman of the Board of Directors of Paramount Pictures
Corporation. Before joining Paramount,
2
Mr. Diller served as Vice President of Prime Time Television for ABC
Entertainment. Mr. Diller is a director of Ticketmaster, Inc. and he
serves on the boards of the New York Public Library, Conservation
International, the Museum of Television and Radio, and Channel 13/WNET.
He also is a member of the Board of Trustees of New York University and
serves on the boards of a number of other educational and not-for-profit
organizations.
GEORGE J. GILLESPIE, III
Mr. Gillespie, age 71, has since 1963 been a partner in Cravath,
Swaine & Moore, which is one of several law firms retained by the Company
in 2000 and 2001 and which it proposes to retain in 2002. He has been a
Director of the Company since 1974 and is a member of the Finance
Committee of the Board. Mr. Gillespie is also a director of White
Mountain Holdings, Inc, a director and Chairman of the Executive
Committee of the Madison Square Boys & Girls Club, a director and
President of the John M. Olin Foundation, Inc., and a director and
President of the Pinkerton Foundation. Mr. Gillespie also serves on the
boards of a number of other foundations, educational institutions, and
charitable organizations.
DONALD E. GRAHAM
Mr. Graham, age 56, has been Chairman of the Board of the Company since
September 1993 and Chief Executive Officer of the Company since
May 1991. Mr. Graham served as President of the Company between May 1991
and September 1993. He also was Publisher of The Washington Post for
21 years, a position he held between 1979 and 2000. Mr. Graham has been a
Director of the Company since 1974 and is a member of the Finance and
Executive Committees of the Board. By virtue of his ownership of 17.2% of
the outstanding Class A Stock of the Company, his right to control the
vote, as a trustee of a certain family trust, of an additional 32.9% of
such stock, Mr. Graham effectively votes a total of 50.1% of the Class A
shares. Mr. Graham is a trustee of the Federal City Council and the
Philip L. Graham Fund, and he serves as Chairman and a director of DC
College Access Program and as a director of The Summit Fund of
Washington.
RICHARD D. SIMMONS
Mr. Simmons, age 67, has been retired since June 1991; prior to his
retirement he had been President and Chief Operating Officer of the
Company for nearly ten years. Since September 1981, he has been a
Director of the Company and is a member of the Finance Committee and,
starting in May 2001, a member of the Audit Committee. Until May 1996,
Mr. Simmons was also a member of the Compensation Committee of the Board
of Directors. Through March 1996, Mr. Simmons served as President of
International Herald
3
Tribune, S.A., a French publishing company owned jointly by the Company
and The New York Times Company, a position he had held since 1989.
Mr. Simmons is a director of Union Pacific Corporation, and a Council
Member of the White Burkett Miller Center of Public Affairs at the
University of Virginia.
GEORGE W. WILSON
Mr. Wilson, age 64, has for more than twenty years been President and
Chief Executive Officer of Newspapers of New England, Inc., Newspapers of
New Hampshire, Inc., Newspapers of Massachusetts, Inc. and President of
the Concord Monitor, which is published in Concord, N.H. He was elected a
Director of the Company in September 1985 and serves as Chairman of the
Compensation Committee of the Board of Directors. Mr. Wilson is also
Chairman of the Board of Trustees of The Newspaper Foundation (New
Hampshire).
NOMINEES FOR ELECTION BY CLASS B STOCKHOLDERS
Mr. Donald R. Keough will not be standing for re-election this year, having
reached the mandatory retirement age for Directors who do not also hold Class A
Stock.
DANIEL B. BURKE
Mr. Burke, age 73, has been retired since February 1994; prior to his
retirement he had been President and Chief Executive Officer of Capital
Cities/ABC, Inc., a leading media company. He has been a member of the
Board of Directors of the Company since May 1996 and serves as Chairman
of the Audit Committee and is a member of the Compensation Committee of
the Board. Mr. Burke is also a trustee of New York Presbyterian Hospital.
JOHN L. DOTSON JR.
Mr. Dotson, age 65, has been retired since June 2001; prior to his
retirement he had been President and Publisher of the Akron Beacon
Journal. He became a Director of the Company in July 2001 and is a member
of the Compensation Committee. Mr. Dotson is a member of the Board of
Directors of the Maynard Institute for Journalism Education and a member
of the Board of Visitors of the John S. Knight Fellowships, the
University of North Carolina School of Journalism and Mass Communications
and the University of Colorado School of Journalism and Mass
Communications.
4
RALPH E. GOMORY
Mr. Gomory, age 72, has since 1989 been President of the Alfred P. Sloan
Foundation, a charitable foundation. Before assuming his present position
he had served for thirty years with IBM Corporation, where he was Senior
Vice President for Science and Technology from 1986 to 1989 after having
been Senior Vice President and Director of Research since 1970. He became
a Director of the Company in July 1989 and is a member of the Audit
Committee of the Board. In addition he is a director of Lexmark
International, Inc., and the Excelsior Fund. Mr. Gomory is also a member
of the National Academy of Sciences and the National Academy of
Engineering.
The standing committees of the Board include an Audit Committee, a
Compensation Committee, an Executive Committee and a Finance Committee. The
Board does not have a Nominating Committee.
The Audit Committee recommends the independent accountants appointed by the
Board to audit the consolidated financial statements of the Company, which
includes an inspection of the books and accounts of the Company, and reviews
with such accountants the scope of their audit and their report thereon,
including any questions and recommendations that may arise relating to such
audit and report or the Company's internal accounting and auditing procedures.
During 2001, Messrs. Daniel Burke, Ralph Gomory, William J. Ruane (until
May 2001) and Richard D. Simmons (commencing in May 2001) served as members of
the Audit Committee, with Mr. Burke chairing the Audit Committee.
Messrs. Burke, Gomory and Simmons are "independent" as defined by the New York
Stock Exchange rules. In June 1999 and again in May 2000, the Board of Directors
of the Company determined, in its business judgment, that Mr. Ruane's position
as chairman of the board and a principal owner of Ruane, Cunniff & Co., one of
two firms that manages the investment of the Company's retirement funds would
not interfere with his exercise of independent judgment. The Audit Committee met
three times in 2001.
The Compensation Committee considers and approves the Company's incentive
compensation and bonus programs, and specifically approves all salaries of
$200,000 or more per year, all incentive compensation awards and all other
bonuses (other than sales bonuses) of $20,000 or more, and also awards stock
options. During 2001 the Compensation Committee held five meetings.
The Executive Committee has and may exercise all of the powers of the Board
delegable by law in the management of the business and affairs of the Company.
During 2001 the Executive Committee met four times.
The Finance Committee considers and makes recommendations to the Board
relating to dividend policy, major acquisitions and dispositions of businesses,
incurrence of indebtedness,
5
selection of managers of defined benefit plan assets, stock repurchase programs
and certain other financial matters. The Finance Committee met once in 2001.
During 2001 the Board held five meetings. Each of the persons nominated by
the Board for election as a Director and who served as a Director in 2001
attended at least 75% of the aggregate of the total number of meetings held
during 2001 of the Board and of the committees on which he served, with the
exception of Mr. Dotson who was only appointed to the Board on July 5, 2001.
COMPENSATION OF DIRECTORS
The only Directors of the Company who are compensated for serving in that
capacity are those who are not employees of the Company or its subsidiaries.
Each such person received an annual fee of $50,000 for service as a Director in
2001 and an additional $5,000 for service as chairman of a committee of the
Board. The Company reimburses all such Directors for their expenses incurred in
attending Board and committee meetings.
The Company has in place a voluntary fee deferral plan for Directors of the
Company. The plan provides an opportunity for participants to elect to defer the
receipt of all or a portion of the fees received for service as a Director.
Elections to defer must be filed in advance of earning such fees. Deferred
amounts will earn investment credits in accordance with participant elections
from a choice of investment indexes. Deferred amounts will be payable at
retirement or such other future date as specified by the participant at the time
of election.
STOCKHOLDER PROPOSALS
The Securities and Exchange Commission requires the Company to submit to a
vote at its annual meetings, and to include in its proxy materials for such
meetings, stockholder proposals meeting the requirements of the Commission's
proxy rules if such proposals are submitted in a timely fashion by stockholders
entitled to vote thereon. Eligible proposals intended to be submitted to the
Company's annual meeting to be held in 2003 must be received by the Secretary of
the Company at its offices in Washington, D.C., no later than December 1, 2002.
Holders of Class B Stock are entitled to vote only for the election of 30%
of the members of the Board of Directors (and, if required by the rules of the
New York Stock Exchange, on management proposals to reserve shares for stock
options or to acquire the stock or assets of other companies under certain
circumstances). In accordance with the rules of the Securities and Exchange
Commission, proposals submitted on other matters by holders of Class B Stock
have not been and will not be included in the Company's proxy materials for
annual meetings.
6
STOCK HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information in the following two tables relates to each person who, on
February 1, 2002, was a "beneficial owner" (as defined under the proxy rules of
the Securities and Exchange Commission) of more than 5% of the Company's
Class A or Class B Stock. Under the proxy rules a person is deemed to be the
"beneficial owner" of stock if such person has (or shares) either investment
power or voting power over such stock, or has (or shares) the right to acquire
such stock within 60 days by any of a number of means, including the conversion
of another security which is convertible into such stock. A substantial number
of shares of the Company's Class A and Class B Stock is held in trusts or
subject to other agreements which provide for the sharing of investment power,
voting power or both among several persons, each of whom is deemed by the
Securities and Exchange Commission to be a "beneficial owner" of the shares so
held. Furthermore, in many cases such persons do not include the beneficiary of
the trust who, although not deemed to be a "beneficial owner" in the absence of
voting or investment power over the shares, is nevertheless shown below as a
beneficial owner because of the beneficiary's economic interest in the shares.
In addition, since all the shares of Class A Stock are convertible at the option
of the holder into Class B Stock on a share-for-share basis, each "beneficial
owner" of shares of Class A Stock is deemed by the Securities and Exchange
Commission to be a "beneficial owner" of the same number of shares of Class B
Stock; in indicating below a person's "beneficial ownership" of shares of
Class B Stock it has been assumed that such person has converted into Class B
Stock all shares of Class A Stock of which such person is a "beneficial owner".
For these reasons there is very substantial duplication in the numbers of shares
and percentages shown in the following table.
7
PRINCIPAL HOLDERS OF STOCK
SHARES(%)
NAME AND ADDRESS OF --------------------------------------
BENEFICIAL OWNER CLASS A STOCK CLASS B STOCK*
- ------------------- ------------------ ------------------
Donald E. Graham(a)(i)............................ 1,499,518 (87.1%) 3,575,219 (37.7%)
1150 15th Street, N.W.
Washington, D.C.
William W. Graham(b)(i)........................... 347,644 (20.2%) **
11661 San Vincente Blvd., Suite 401
Los Angeles, California
Stephen M. Graham(c)(i)........................... 391,720 (22.7%) **
18 E. 78th Street
New York, N.Y.
Elizabeth G. Weymouth(d)(i)....................... 579,873 (33.7%) 584,873 (6.2%)
21 East 79 Street
New York, N.Y.
George J. Gillespie, III(e)(i).................... 612,990 (35.6%) 1,010,969 (10.7%)
825 Eighth Avenue
New York, N.Y
Daniel L. Mosley(f)(i)............................ 608,824 (35.4%) 608,824 (6.4%)
825 Eighth Avenue
New York, N.Y
Berkshire Hathaway Inc.(g)........................ -- 1,727,765 (18.2%)
1440 Kiewit Plaza
Omaha, Nebraska
Morgan Guaranty Trust Company of New York(h)...... -- 796,426 (8.4%)
9 West 57th Street
New York, N.Y.
Franklin Mutual Advisers, LLC (j)................. -- 579,594 (6.1%)
51 John F. Kennedy Parkway
Short Hills, NJ
- ------------------------------
* The calculations set forth in this table relating to percentage ownership of
Class B Stock include 1,722,250 shares of Class B Stock issuable upon
conversion of shares of Class A Stock beneficially owned.
** Less than five percent.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
8
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
(a) According to information as of February 1, 2002, and available to the
Company, Mr. Donald Graham has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 295,704 (17.2%)
shares, sole investment power, 295,704 (17.2%) shares, shared voting power,
1,196,614 (69.5%) shares, and shared investment power, 1,196,614 (69.5%)
shares. The holdings of Class A Stock recorded for Mr. Graham include 7,200
shares held by Mr. Graham's wife, in which he disclaims beneficial
ownership. Mr. Graham also has voting and investment power with respect to
shares of Class B Stock as follows: sole voting power, 1,917,902 (20.2%)
shares, sole investment power 190,137 (2.0%) shares, shared voting power
122,799 (1.3%) shares, and shared investment power, 122,799 (1.3%) shares.
The holdings of Class B Stock recorded for Mr. Graham includes 35,000 shares
held by Mr. Graham's wife, in which he disclaims beneficial ownership, and
1,499,518 (15.8%) shares issuable upon conversion of shares of Class A Stock
deemed to beneficially owned by him. The holdings of Class B Stock recorded
for Mr. Graham also include shares of Class B Stock owned by subsidiaries of
Berkshire Hathaway, Inc., which have the sole investment power of the
shares; sole voting power is held by Mr. Donald Graham under an agreement
dated as of February 25, 1977, and amended and extended on September 13,
1985, and on May 15, 1996, which has a termination date (which may be
extended) of February 24, 2007.
(b) According to information as of February 1, 2002, and available to the
Company, Mr. William Graham has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 17,514 (1.0%) shares,
sole investment power, 17,514 (1.0%), shared voting power, 138,130 (8.0%)
shares, and shared investment power, 138,130 (8.0%) shares. In addition,
Mr. William Graham, as the beneficiary of trusts even though he has no
voting or investment power with respect thereto, is deemed to be the
beneficial owner of 192,000 (11.2%) shares of Class A Stock. The holdings of
Class B Stock recorded for Mr. Graham, including shares issuable upon
conversion of shares of Class A Stock deemed to be beneficially owned by
Mr. Graham, are less than five percent.
(c) According to information as of February 1, 2002, and available to the
Company, Mr. Stephen Graham has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 103,184 (6.0%)
shares, sole investment power, 103,184 (6.0%) shares, shared voting power,
96,536 (5.6%) shares and shared investment power, 96,536 (5.6%) shares. In
addition, Mr. Stephen Graham, as the beneficiary of trusts even though he
has no voting or investment power with respect thereto, is deemed to be the
beneficial owner of 192,000 (11.2%) shares of Class A Stock. The holdings of
Class B Stock recorded for Mr. Graham, including shares issuable upon
conversion of shares of Class A Stock deemed to be beneficially owned by
Mr. Graham, are less than five percent.
(d) According to information as of February 1, 2002, and available to the
Company, Mrs. Weymouth has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 76,834 (4.5%) shares,
sole investment power, 76,834 (4.5%) shares, shared voting power, 420,039
(24.4%) shares, and shared investment power, 420,039 (24.4%) shares. In
addition Mrs. Weymouth, as the beneficiary of a trust even though she has no
voting or investment power with respect thereto, is deemed the beneficial
owner of 83,000 (4.8%) shares of Class A Stock. Mrs. Weymouth also has
voting and investment power with respect to shares of Class B Stock as
follows: sole voting power, 5,000 (LESS THAN1%) shares, and sole investment
power, 5,000 (LESS THAN1%). Mrs. Weymouth is also deemed the beneficial
owner of 579,873 (6.1%) of Class B Stock issuable upon conversion of shares
of Class A Stock deemed to beneficially owned by her.
(e) According to information as of February 1, 2002, and available to the
Company, Mr. Gillespie, as trustee of various trusts, has voting and
investment power with respect to shares of Class A Stock as follows: shared
voting power, 612,990 (35.6%) shares, and shared investment power, 612,990
(35.6%) shares. In addition, Mr. Gillespie has voting and investment power
with respect to shares of Class B Stock as follows: sole voting power,
357,309 (3.8%) shares, sole investment power, 4,000
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
9
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
(LESS THAN1%) shares, shared voting power, 40,670(LESS THAN1%) shares, and
shared investment power, 393,979 (4.0%) shares. The holdings of Class B
Stock recorded for Mr. Gillespie include 612,990 (6.5%) shares issuable upon
conversion of shares of Class A Stock deemed to be beneficially owned by
Mr. Gillespie, as trustee of various trusts.
(f) According to information as of February 1, 2002, and available to the
Company, Mr. Mosley, as trustee of various trusts, has voting and investment
power with respect to shares of Class A Stock as follows: shared voting
power, 608,824 (35.4%) shares, and shared investment power, 608,824 (35.4%)
shares. The holdings of Class B Stock recorded for Mr. Mosley including
608,824 (6.4%) shares issuable upon conversion of shares of Class A Stock
deemed to be beneficially owned by Mr. Mosley, as trustee of various trusts.
(g) According to information as of February 1, 2002, and available to the
Company, Berkshire Hathaway, Inc. ("Berkshire") is the beneficial owner of
1,727,765 (18.2%) shares of Class B Stock. The ownership of these shares is
through several subsidiaries of Berkshire. Mr. Warren E. Buffett is Chairman
of the Board of Berkshire. Mr. Buffett, his wife and certain trusts of which
Mr. Buffett is a trustee, but in which he has no economic interest, own
approximately 33.4% of the aggregate economic interest of Berkshire Class A
and Class B common stock and Mr. Buffett may be deemed to be in control of
Berkshire under Federal securities laws. With respect to shares of Class B
Stock owned by subsidiaries of Berkshire, Mr. Buffett, Berkshire and such
subsidiaries may be considered to share investment power. Pursuant to an
agreement dated as of February 25, 1977 and amended and extended on
September 13, 1985, and on May 15, 1996 (which has a termination date (which
may be extended) of February 24, 2007), Mr. Buffett, Berkshire and such
subsidiaries have granted Mr. Donald Graham a proxy to vote such shares in
his discretion.
(h) According to information as of February 1, 2002, and available to the
Company, Morgan Guaranty Trust Company of New York ("Morgan"), was deemed to
be the beneficial owner of 629,752 (6.6%) shares of Class B Stock. Shares
held in such name are believed to be held for the accounts of a number of
beneficial owners. This number includes shares of Class B Stock as to which
Morgan has or shares voting and investment power as follows: sole voting
power, 75,244(LESS THAN1%) shares, sole investment power, 76,994 (LESS
THAN1%) shares, shared voting power, 199,199 (2.1%) shares, and shared
investment power, 551,321 (5.8%) shares.
(i) According to information as of February 1, 2002, and available to the
Company, Mr. Donald Graham, Mrs. Weymouth, and Mr. Gillespie share voting
and investment power over 420,039 (24.4%) shares of Class A Stock;
Mr. Gillespie and Mr. William Graham share voting and investment power over
25,200 (1.5%) shares of Class A Stock; Mr. Gillespie, Mr. William Graham and
Mr. Donald Graham share voting and investment power over 52,433 (3.0%)
shares of Class A Stock; Mr. Gillespie, Mr. Stephen Graham and Mr. Donald
Graham share voting and investment power over 36,039 (2.1%) shares of
Class A Stock; Mr. Donald Graham and Mr. Gillespie share voting and
investment power over 79,279 (4.6%) shares of Class A Stock; Mr. Donald
Graham and Mr. Daniel L. Mosley share voting and investment power over
487,830 (28.3%) shares of Class A Stock; Mr. Donald Graham, Mr. Mosley and
Mr. William Graham share voting and investment power over 60,497 (3.5%)
shares of Class A Stock; Mr. Donald Graham, Mr. Mosley and Mr. Stephen
Graham share voting and investment power over 60,497 (3.5%) shares of
Class A Stock; Mr. Donald Graham and Mr. Gillespie share voting and
investment power of 32,600 (LESS THAN1%) shares of Class B Stock;
Mr. Donald Graham shares voting and investment power over 76,339 (LESS
THAN1%) shares of Class B Stock held by the Philip L. Graham Trust.
(j) According to information as of February 1, 2002, and available to the
Company, Franklin Mutual Advisers, LLC ("Franklin"), was deemed to be the
beneficial owner of 579,594 (6.1%) shares of Class B Stock. Shares held in
such name are believed to be held for the accounts of a number of beneficial
owners. Franklin has sole voting and investment power over 579,594 (6.1%)
shares of Class B Stock.
10
The table below, which is based upon information furnished to the Company by
its Directors and officers, shows as of February 1, 2002, for each person
nominated for election as a Director, and for all Directors and executive
officers of the Company as a group, the number of shares of each class of Common
Stock "beneficially owned" (as defined in the Securities and Exchange
Commission's proxy rules) and, in the case of each nominee for election as a
Director, the nature of such "beneficial ownership". For the reasons set forth
in the first paragraph of this section of the Proxy Statement, there is very
substantial duplication in the numbers of shares and percentages shown in the
following table.
HOLDINGS OF DIRECTORS AND OFFICERS***
SHARES (%)
------------------------------------------
CLASS A CLASS B(A)
------------------ ----------------------
Warren E. Buffett****........................... -- 1,727,765 (18.2%)
Daniel B. Burke................................. -- 500*
Barry Diller.................................... -- 1000*
John L. Dotson Jr............................... -- 100*
George J. Gillespie, III**...................... 612,990 (35.6%) 987,829 (10.4%)
Ralph E. Gomory................................. -- 1,400*
Donald E. Graham**.............................. 1,499,518 (87.1%) 3,575,219 (37.7%)
Richard D. Simmons.............................. -- 7,428*
George W. Wilson(b)............................. -- 300*
All Directors and executive officers as a group,
eliminating duplications...................... 1,524,718 (88.5%) 3,951,225 (41.6%)(c)
- ------------------------------
* Less than one percent.
** See Table of "Principal Holders of Stock" on page 8.
*** Unless otherwise indicated, the Directors and officers listed below have
sole voting and investment power with respect to such securities.
**** With respect to voting securities which may be beneficially owned by
Mr. Buffett, see footnote (g) on page 10.
(a) Includes 1,722,250 shares of Class B Stock issuable upon conversion of
shares of Class A Stock beneficially owned.
(b) Includes 100 shares of Class B Stock owned by Mr. Wilson's wife in which he
disclaims beneficial ownership.
(c) This number includes 1,524,718 shares of Class B Stock issuable upon
conversion of shares of Class A Stock "beneficially owned" by Directors and
officers and 14,875 shares of Class B Stock which Directors and officers
(including Mrs. Keil) have the right to purchase on or before April 1, 2002
pursuant to stock options; it does not include 121,634 shares of Class B
Stock held as of February 1, 2002 by the trustee of various savings plans
maintained by the Company and its business units over which the trustee has
voting and investment powers.
11
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the New York Stock Exchange initial reports of
ownership and reports of changes in ownership of Class B Common Stock.
To the Company's knowledge, based solely on a review of such reports and on
information furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 30, 2001, all
applicable Section 16(a) filing requirements were complied with, except with
respect to an inadvertent late filing by Donald Graham with respect to an
exchange of shares Class B Common Stock with the estate of Katharine Graham for
a like number of shares of Class A Common Stock in connection with such estate's
meeting its tax obligations.
12
EXECUTIVE COMPENSATION
The following table shows the compensation paid by the Company during 1999,
2000 and 2001 to each of the chief executive officer and the five most highly
compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
------------------------------------------
ANNUAL COMPENSATION
------------------------------------ AWARDS
OTHER -------------------------- PAYOUTS
ANNUAL RESTRICTED SECURITIES ------------- ALL OTHER
COMPENSA- STOCK UNDERLYING LTIP COMPENSA-
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) TION($) AWARDS($)(2) OPTIONS(#) PAYOUTS($)(1) TION($)(3)
- --------------------- -------- --------- ----------- ---------- ------------ ----------- ------------- -------------
Donald E. Graham..... 2001 $399,996 -- -- -- -- $ 400,000 $ 8,840
Chief Executive 2000 399,996 -- -- $174,618 -- -- 8,840
Officer 1999 399,996 -- -- -- -- 851,466 8,320
John B. Morse, Jr.... 2001 384,996 -- -- -- 2,000 303,600 23,116
Vice President and 2000 350,004 $168,683 -- 101,861 1,000 -- 19,856
Chief Financial 1999 324,996 220,253 -- 288,344 19,456
Officer
Gerald Rosberg....... 2001 311,250 -- -- -- 2,000 100,000 16,185
Vice President 2000 280,833 128,520 -- 72,758 2,000 -- 14,603
1999 200,667 116,616 -- -- -- 7,701
Beverly R. Keil*..... 2001 333,996 -- -- -- -- 220,800 17,368
Vice President 2000 318,000 136,232 -- 87,309 -- -- 16,809
1999 300,000 150,000 -- -- -- 164,388 15,600
Diana M. Daniels..... 2001 298,746 -- -- -- -- 193,200 15,742
Vice President 2000 282,252 125,307 -- 72,758 1,000 -- 14,677
1999 266,004 160,238 -- -- 164,388 18,832
Ann McDaniel*........ 2001 248,750 -- -- -- 1,000 -- 12,975
Vice President
- ------------------------------
* Mrs. Keil ceased being an executive officer effective as of September 13,
2001, and terminated her employment with the Company on December 31, 2001.
Ms. McDaniel became an executive officer of the Company effective as of
September 13, 2001
(1) Awards may be in the form of cash or deferred cash.
(2) The numbers in this column represent the dollar value of the restricted
stock awarded to the named executive in the relevant fiscal year, regardless
of the effective date of the award, which may in some cases be the next
fiscal year. In December 2000, the Compensation Committee of the Board of
Directors approved grants of restricted stock for the 2001-2004 Award Cycle,
effective January 2, 2001, to various key employees of the Company,
including the chief executive officer and the other named executives as
follows: Mr. Graham--300 shares; Mr. Morse--175 shares; Mr. Rosberg--125
shares; Ms. Keil--150 shares; Ms. Daniels--125 shares and Ms. McDaniel--125
shares. As of the end of fiscal 2001, the
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
13
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
chief executive officer and the other named executives had the following
aggregate restricted stock holdings: Mr. Graham--600 shares, $320,550;
Mr. Morse--350 shares, $186,988; Mr. Rosberg--250 shares, $133,563;
Ms. Keil--300 shares, $160,275; Ms. Daniels--250 shares, $133,563 and
Ms. McDaniel--225 shares, $120,206. Dividends are paid on restricted stock
and are the same as dividends on non-restricted stock.
(3) Contributions to 401(k) savings plans and the Supplemental Executive
Retirement Plan ("SERP") constitute "all other compensation" for 2001 as
follows: Mr. Graham--$8,840 in Company contributions to 401(k) plan;
Mr. Morse--$8,840 in Company contributions to 401(k) plan and $11,180 in
Company credits to SERP account; Mr. Rosberg--$8,840 in Company
contributions to 401(k) plan and $7,345 in company credits to SERP account;
Ms. Keil--$8,840 in Company contributions to 401(k) plan and $8,528 in
Company credits to SERP account; Ms. Daniels--$8,840 in Company
contributions to 401(k) and $6,695 in Company credits to SERP account; and
Ms. McDaniel--$8,840 in Company contributions to 401(k) plan and $3,640 in
Company credits to SERP account. In addition, Mr. Morse had $3,096 of life
insurance imputed income, Ms. Daniels had $207 of life insurance imputed
income and Ms. McDaniel had $495 of life insurance imputed income, which, in
each case, is included under "all other compensation."
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE OF FOR OPTION TERM
OPTION EMPLOYEES BASE PRICE EXPIRATION -------------------
NAME GRANTED (#) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ----------------------------- -------------- ---------------- -------------- ------------- -------- --------
Donald E. Graham............. -- -- -- -- -- --
John B. Morse, Jr............ -- -- -- -- -- --
Gerald Rosberg............... -- -- -- -- -- --
Beverly R. Keil.............. -- -- -- -- -- --
Diana M. Daniels............. -- -- -- -- -- --
Ann McDaniel................. 1,000 4.5% $517.21 12/10/11 $325,270 $824,300
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
SHARES (#) ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------- ------ -------- ----------- -------------------
Donald E. Graham.................. -- -- -- --
John B. Morse, Jr................. -- -- 4,250/2,250 $666,625/$4,250
Gerald Rosberg.................... -- -- 3,250/2,750 $203,062/$4,250
Beverly R. Keil................... -- -- 3,000/0 $314,812/$0
Diana M. Daniels.................. -- -- 3,500/500 $809,437/$0
Ann McDaniel...................... -- -- 1,250/1,750 $12,750/$4,250
14
RETIREMENT PLANS
BASIC PLAN. Most employees of the Company, including the individuals
identified in the table on page 13, are eligible to participate (subject to
minimum service requirements) in the Company's defined benefit retirement plan.
Benefits under this basic plan are determined on the basis of base salary only,
exclusive of all bonuses, deferred compensation and other forms of remuneration.
The Company and each of its business units also maintain 401(k) savings plans in
which most employees are eligible to participate (subject to minimum service
requirements).
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. All amounts over $160,000
(effective January 1, 2002) that would otherwise be payable under a basic
defined benefit retirement plan are currently subject to reduction because of
the annual pension limitation imposed by the Internal Revenue Code of 1986, as
amended, although the extent of such reductions may vary in individual cases
depending on circumstances existing at the time retirement payments commence. In
addition, defined benefit pension benefits and defined contribution plan
benefits payable by tax-qualified plans may not be based on annual compensation
exceeding maximum amounts imposed by the Internal Revenue Code of 1986, as
amended ($200,000 per year effective January 1, 2002).
To offset these limitations on retirement benefits, the Company adopted
effective January 1, 1989, an unfunded Supplemental Executive Retirement Plan
(the "SERP"), which is patterned after similar plans adopted by many other
companies. Under the Company's SERP there will be calculated for certain
participating executives (including the executive officers included in the table
on page 13) a "supplemented normal retirement benefit", which will be determined
under the rules of the qualified defined benefit retirement plan, but without
reference to either of the above-mentioned limitations and will also include in
earnings not only base salary (as in the past) but also bonuses under the
Incentive Compensation Plan. The SERP also provides a supplemental defined
contribution plan benefit, which is equal to the applicable company matching
contribution percentage times the participating executive's base salary that is
in excess of the annual covered compensation limit with respect to qualified
plan benefits. The executive is required to make contributions to the SERP in
order to receive the applicable matching company credit each year. Starting in
1994, a number of other management employees (not including the executive
officers included in the table on page 13) became participants under the
Company's SERP with respect to the supplemental normal retirement benefit only.
For these participants, the supplemented normal retirement benefits will be
determined without reference to either of the above-mentioned limitations, but
will include in earnings only base salary and not bonuses. In each case in which
a retiring executive's supplemented normal retirement benefit exceeds the
benefit payable by the retirement plan or plans in which the executive has
participated, the Company will pay such excess amount to him or her as a
supplemental retirement benefit. Participation in the SERP is determined by the
Compensation Committee of the Board of Directors, which has designated as
participants a number of senior executives including all
15
those named in the table on page 13 (except that Mr. Graham, who has elected not
to participate in savings plan features of the SERP, will be covered only by the
retirement plan features of the SERP described above).
As of December 31, 2001, Mr. Graham had 28 years of service under the
Company plan, Mr. Morse had 13 years of service under the Company plan,
Mr. Rosberg had 6 years of service under the Company plan, Mrs. Keil had
23 years of service under the Company plan, Ms. Daniels had 24 years of service
under the Company plan and Ms. McDaniel had 18 years of service under the
Company plan.
The following table shows the estimated maximum annual benefits payable upon
retirement at age 65 to persons in specified remuneration and years-of-service
classifications who participate in both the basic retirement plans and the SERP
(which includes all the individuals identified in the table on page 13):
PENSION PLAN TABLES
COVERED ESTIMATED MAXIMUM ANNUAL PENSION
COMPENSATION (COMPUTED AS STRAIGHT LIFE ANNUITY)
- --------------------- FOR REPRESENTATIVE YEARS OF CREDITED SERVICE
COMPANY ---------------------------------------------------------------
PLAN(a)(b) 10 15 20 25 30 35
- --------------------- -------- -------- -------- -------- -------- --------
$300,000 $ 54,000 $ 81,000 $108,000 $135,000 $162,000 $162,000
400,000 71,500 107,250 143,000 178,750 214,500 214,500
450,000 80,250 120,375 160,500 200,625 240,750 240,750
500,000 89,000 133,500 178,000 222,500 267,000 267,000
550,000 97,750 146,625 195,500 244,375 293,250 293,250
600,000 106,500 159,750 213,000 266,250 319,500 319,500
650,000 115,250 172,875 230,500 288,125 345,750 345,750
700,000 124,000 186,000 248,000 310,000 372,000 372,000
750,000 132,750 199,125 265,500 331,875 398,250 398,250
800,000 141,500 212,250 283,000 353,750 424,500 424,500
850,000 150,250 225,375 300,500 375,625 450,750 450,750
- ------------------------------
(a) Before deducting the effect on benefits of an offset applicable to certain
benefits paid under the Company Plan and based on average social security
covered compensation over the employee's career. For an individual retiring
at age 65 during 2001 the deduction would be as follows for the indicated
number of years of credited service: 10 years, $2,958; 15 years, $4,437;
20 years, $5,917; 25 years, $7,396; 30 and 35 years, $8,875.
(b) Plan provides increased benefits for years of service after 1991. The
benefits shown in the table are those provided for service after that year.
16
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERALL POLICY
The Company's executive compensation program is based on the premise that
compensation should be competitive and linked to corporate performance. To that
end, the Company has developed an overall compensation strategy and compensation
plans that tie a significant portion of executive compensation to the Company's
success in meeting specified short-term and long-term performance goals and to
long-term appreciation in the Company's stock price. The strategy also supports
an environment that rewards Company and business unit achievement as compared to
that of industry performance levels over a number of years, where such
comparisons are appropriate. The overall objectives of this strategy are to
attract and retain key executive talent critical to the long-term success of the
Company, to motivate these executives to achieve goals inherent in the Company's
business strategy, to link executive and shareholder interests through
equity-based plans and finally to provide a compensation package that recognizes
individual contributions as well as overall business results.
Each year the Compensation Committee conducts a full review of the Company's
executive compensation program. This review includes a comprehensive report from
the Company's Vice President responsible for human resources assessing the
effectiveness of the Company's compensation program and comparing the Company's
executive compensation, corporate performance and total return to shareholders
to a group of corporations that represent companies with business portfolios
similar to that of the Company. The Compensation Committee reviews the selection
of peer companies used for compensation purposes. Certain information about
compensation levels in other media companies included in this report is
collected by independent consultants. The Compensation Committee uses the median
executive compensation range of such peer companies as a guideline in setting
the compensation of the Company's executives. The peer companies used for
compensation purposes are constructed on a division by division basis and, thus,
are not necessarily identical to the Standard & Poor's Publishing indices in the
Performance Graph included in this proxy statement. For example, in determining
the companies by which to measure the Company's broadcasting division, the
comparison is made with purely broadcasting companies or broadcasting divisions
within multimedia companies; in contrast the companies included in the indices
selected for comparison purposes in the Performance Graph consist of companies
with multimedia holdings. The annual compensation reviews permit an ongoing
evaluation of the link between the Company's and its business units' performance
and its executive compensation in the context of the compensation programs of
other companies and of the Company's total return to shareholders.
The Compensation Committee determines the compensation of approximately the
70 most highly compensated corporate and divisional executives, including the
chief executive officer and the other individuals whose compensation is detailed
in this proxy statement (the "named executives").
17
In reviewing the individual performance of the named executives, the
Compensation Committee takes into account the views of Mr. Graham.
The key elements of the Company's executive compensation consist of base
salary, annual bonus, performance units, restricted stock and stock options. The
Compensation Committee's policies with respect to each of these elements,
including the bases for the compensation awarded to Mr. Graham, the Company's
chief executive officer, are discussed below. In addition, while the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to an individual, including special incentive compensation plans,
pension and savings plan benefits, supplemental retirement benefits and other
benefits as well.
BASE SALARIES
Base salaries for executive officers are initially determined by evaluating
the responsibilities of the position held and the experience of the individual,
and by reference to the competitive marketplace for executive talent, including,
where available, a comparison to base salaries for comparable positions at other
media companies.
Salary adjustments are generally implemented on a twelve-month or longer
cycle and upon promotion. Such adjustments are determined by evaluating the
performance of the Company and the individual executive officer, and may also
take into account new responsibilities. In the case of executive officers with
responsibility for a particular business unit, such unit's financial results are
also considered, including, depending on the business unit, revenue, operating
income and cash flow. The Compensation Committee, where appropriate, also
considers other measures. These may include, among other factors, increases in
market share, reduction or cost containment in operating expenses, journalistic
achievements, improvements in product quality and improvements in relations with
customers, suppliers and employees, and comparisons to base salaries for
comparable positions at other media companies. In order to preserve flexibility
in setting compensation, the Compensation Committee has not established specific
elements of Company or business unit performance which must be evaluated or
assigned relative weights to such elements. Different factors are considered in
evaluating each executive officer's base salary depending on such officer's
position and business unit.
With respect to the base salary paid to Mr. Graham in 2001, the Compensation
Committee took into account a comparison of base salaries of chief executive
officers of peer companies, the Company's results in 2000 and the performance of
the Company. The Compensation Committee also took into account Mr. Graham's
service to the Company and his performance since 1979 when he became publisher
of The Washington Post. The Compensation Committee noted that Mr. Graham's base
salary is significantly below the median of base salaries paid to chief
executive officers of peer companies; and furthermore that the performance of
the Company in 2000 exceeded budgeted
18
financial goals. However, due to Mr. Graham's continued request, for personal
reasons, to forego a base salary increase, Mr. Graham's base salary in 2001
remained at $400,000, the level established in 1991 upon his promotion to
President and chief executive officer. The Compensation Committee does not give
significance to the below market salary of Mr. Graham when reviewing and
establishing base salary levels for other executives.
INCENTIVE COMPENSATION PLAN
The Company has an incentive compensation plan made up of two
components--annual and long-term--under which awards are made primarily to key
management and professional employees, including the Company's executive
officers, who have made or are in a position to make significant contributions
to the profitability of the Company and enhance shareholder value. The plan is
administered by the Compensation Committee.
ANNUAL COMPONENT
The annual component of the Incentive Compensation Plan provides for annual
incentive compensation awards based on the Company's and its business units'
short-term, i.e., annual, financial performance. At the end of 2000, the
Compensation Committee approved a range of incentive payouts for 2001 keyed to
performance against specified goals related to budgeted operating income, cash
flow or earnings per share, which vary by business unit. Mr. Graham waived
participation in the annual component of the Incentive Compensation Plan with
respect to 2001. In 2001 the Company failed to meet its budgeted earnings per
share goal. No annual incentive compensation awards were paid to the other
executives whose compensation is detailed in the Summary Compensation Table
shown on page 13.
LONG-TERM COMPONENT
To balance the annual component of the Incentive Compensation Plan, which is
intended to reward short-term financial performance, the long-term component
provides incentives for improved financial performance over periods of Award
Cycles (which beginning in 1983 have consisted, and are expected to continue to
consist, of four-year periods starting at two-year intervals).
PERFORMANCE UNITS.
In December 2000, executive officers of the Company, including the chief
executive officer and the named executives, were granted Performance Units for
the 2001-2004 Award Cycle. Pursuant to these grants, the chief executive officer
and the named executives received the following: Donald E. Graham, 7,500
Performance Units; John B. Morse, Jr., 2,800 Performance Units; Gerald Rosberg,
2,000 Performance Units; Beverly R. Keil, 2,000 Performance Units; Diana M.
Daniels, 1,600
19
Performance Units; and Ann McDaniel, 1,500 Performance Units. As in the past,
each Performance Unit has a nominal value of $100. The number of Units awarded
is determined with reference to an individual's scope of responsibilities and
level of Plan participation. The payout opportunities for the 2001-2004 Award
Cycle for Performance Units granted to these individuals will be based on the
achievement of financial and operating goals of certain of the major operating
divisions.
In December 1998, the Compensation Committee of the Board of Directors
approved grants of Performance Units for the 1999-2002 Award Cycle to various
key employees of the Company, including the chief executive officer and certain
of the named executives. Pursuant to these grants, the chief executive officer
and the named executives received the following: Donald E. Graham, 7,500
Performance Units; John B. Morse, Jr., 2,600 Performance Units; Beverly R. Keil,
1,900 Performance Units; and Diana M. Daniels, 1,500 Performance Units. In
January 1999, Gerald Rosberg was granted 1,650 Performance Units and in
December 2000, the Compensation Committee approved a grant of 750 Performance
Units to Ms. McDaniel for the 1999-2002 Award Cycle. Each Performance Unit has a
nominal value of $100. The number of Units awarded was determined with reference
to an individual's scope of responsibilities and level of Plan participation.
The payout opportunities for Mr. Graham, and the other named executives will be
based on the following criteria: the simple average of the earned payouts for
the major operating divisions of the Company determined by their achievement of
financial and operating goals (60% weighting), a determination of the increase
in the value created at another significant operating division (15% weighting),
the Company's total shareholder return during the Award Cycle compared to total
shareholder returns of peer companies (20% weighting) and management's efforts
toward long-term growth of the Company (5% weighting).
In December 1996, senior management, including the chief executive officer
and four of the named executives, were granted Performance Units for the
1997-2000 Award Cycle. The payout opportunity of Mr. Graham and the other named
executives was based on the simple average of the payout values based on the
achievement of financial targets by each of the Company's four major operating
divisions (66.7% weighting) and the Company's total shareholder return during
the Award Cycle compared to total shareholder returns of peer companies (33.3%
weighting). The final Unit valuation for the 1997-2000 Award Cycle was
determined by the Compensation Committee in May 2001. For the 1997-2000 Award
Cycle, Mr. Graham received $400,000 in payout of his 7,000 Performance Units.
RESTRICTED STOCK.
In December 2000, the named executives and other key employees were granted
new Restricted Stock for the 2001-2004 Award Cycle, based on plan levels similar
to those used for determining the number of shares of Restricted Stock in prior
years, including 300 shares of Restricted Stock awarded
20
to Mr. Graham. The number of shares of Restricted Stock awarded is determined by
an individual's scope of responsibilities and relative level of Plan
participation. Awards to the named executives are referenced in the footnote to
the column headed "Restricted Stock Awards" in the Summary Compensation Table
shown on page 13.
In December 1998, the named executives and other key employees were granted
Restricted Stock for the 1999-2002 Award Cycle, based on plan levels similar to
those used for determining the number of shares of Restricted Stock in prior
years, including 300 shares of Restricted Stock awarded to Mr. Graham. The
footnote to the column headed "Restricted Stock Awards" in the Summary
Compensation Table shown on page 13 includes the shares of Restricted Stock
awarded for the 1999-2002 Award Cycle.
On January 3, 2001, the restrictions terminated on shares of Restricted
Stock awarded to Mr. Graham and the other named executives for the 1997-2000
Award Cycle. Mr. Graham received unrestricted title to 450 shares having a fair
market value of $274,163 on January 3, 2001.
SPECIAL INCENTIVES.
From time to time the Compensation Committee adopts special targeted
incentive plans for key executives. These plans provide a one-time special
incentive opportunity based on the achievement of special quantifiable operating
objectives. No special incentive plans are currently in place for any of the
named executives.
STOCK OPTION PLAN
Under the Company's Stock Option Plan, which was approved by shareholders,
shares of Class B Stock are issuable upon the exercise of stock options that
have been or may be granted to key employees of the Company and its
subsidiaries, including the executives whose compensation is detailed in this
proxy statement.
The Compensation Committee believes that significant equity interests in the
Company held by key employees responsible for the Company's future growth and
continued success align the interests of shareholders and management, since the
full benefit of the compensation package cannot be realized unless stock
appreciation occurs over a number of years. In the opinion of management, which
is concurred in by the Compensation Committee, there are at present 57 key
employees who fall within that category and have been awarded stock options.
Although there is no target stock ownership level for key employees, in
determining the number of shares to be granted under options, the Compensation
Committee takes into account the amount and value of options currently held, as
well as makes a judgment about the level of contribution already made by and the
potential of such
21
key employees to continue to make contributions to the Company. The Compensation
Committee does not assign relative weights to such factors.
Given Mr. Graham's significant ownership in the Company (see description of
holdings under "Stock Holdings of Certain Beneficial Owners and Management"),
the Compensation Committee has not granted any stock options to Mr. Graham.
In 2001, one non-qualified stock option was granted to Ann McDaniel at the
fair market value price on the date of grant. No other stock option awards were
granted to the executives whose compensation is detailed in this proxy statement
during 2001.
OTHER COMPENSATION PLANS
At various times in the past the Company has adopted certain broad-based
employee benefit plans in which the chief executive officer and the other named
executives are eligible to participate on the same terms as non-executive
employees who meet applicable eligibility criteria, subject to applicable legal
limitations on the amount of benefits that may be payable pursuant to those
plans. Benefits under the savings and retirement plans are not tied to Company
performance.
For the chief executive officer and certain other senior executives and
managerial employees, including the named executives, the Company's Supplemental
Executive Retirement Plan ("SERP") provides tax-deferred accruals of amounts
proportionate to the benefits available to non-highly compensated participants
in the Company's savings and retirement plans, but which exceed benefits
permitted under the Company's plans due to tax law limitations. In 2001 no
amount was accrued for the benefit of Mr. Graham with respect to an employer
credit under the Company's SERP inasmuch as Mr. Graham waived his right for 2001
to maintain a separate unfunded savings plan account under the SERP. The amount
accrued to the named executives are shown in the footnote to the column headed
"All other compensation" in the Summary Compensation Table shown on page 13. The
estimated annual pension amounts set forth in the table on page 16 show the
maximum benefits payable to Mr. Graham and the named executives to the extent
they participate in the basic retirement plan and the supplemental executive
retirement plan. The benefits payable to Mr. Graham and the named executives
under the SERP are determined with reference to compensation including annual
bonuses under the Incentive Compensation Plan.
The Company has in place a voluntary deferred compensation plan for senior
executives. The plan provides an opportunity for participants to elect to defer
the receipt of all or a portion of cash awards under the annual and/or long-term
components of the Incentive Compensation Plan. Elections to defer must be filed
in advance of earning such awards. Deferred amounts will earn investment credits
in accordance with participant elections from a choice of investment indexes.
22
Deferred amounts will be payable at retirement or such other future date as
specified by the participant at the time of election.
CONCLUSION
Through the programs described above, a significant portion of the Company's
executive compensation is linked directly to business unit and corporate
performance and stock price appreciation. The Compensation Committee intends to
continue the policy of linking executive compensation to corporate performance
and returns to shareholders and deems it desirable that compensation paid under
the Incentive Compensation Plan and the Stock Option Plan meet the requirements
of Section 162(m) of the Internal Revenue Code concerning deductibility of
executive compensation. However, the Committee reserves the right to put in
place compensation programs that do not meet the requirements of Section 162(m)
so as to result in compensation payments that are not deductible by the Company,
if such programs are otherwise in the best interests of the Company.
George W. Wilson, Chairman
Daniel B. Burke
John L. Dotson Jr.
Donald R. Keough
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Daniel B. Burke, Donald R. Keough, George W. Wilson and, starting in
July 2001, John L. Dotson Jr. served as members of the Compensation Committee in
2001.
AUDIT COMMITTEE REPORT
One of the standing committees of the Board of Directors of the Company is
the Audit Committee. Currently there are three non-employee members of the Board
on the Audit Committee--Ralph E. Gomory, Richard D. Simmons and Daniel B. Burke,
who serves as chairman of the Audit Committee. William J. Ruane served on the
Audit Committee through May 9, 2001, and was replaced by Mr. Simmons. The Audit
Committee operates under a mandate from the Board of Directors, which has
determined that each Committee member is "independent" under the listing
standards of the New York Stock Exchange.
Management has the primary responsibility for the preparation of the
Company's financial statements in accordance with generally accepted accounting
principles and for the financial reporting process, including its system of
internal control. The Company's independent auditors, PricewaterhouseCoopers
LLP, are responsible for auditing those financial statements in accordance with
auditing standards generally accepted in the United States of America and for
issuing a report
23
thereon. In this context, the Audit Committee's responsibility is to monitor and
review these processes, as well as the independence and performance of the
Company's auditors. The Audit Committee does not conduct auditing or accounting
reviews or procedures. The members of the Audit Committee are not accountants or
auditors by profession or experts in the fields of accounting or auditing.
Therefore, the Audit Committee has relied in undertaking its monitoring and
review responsibilities, without independent verification, on management's
representation that the financial statements have been prepared with integrity
and objectivity and in conformity with generally accepted accounting procedures
in the United States of America and on the representations of
PricewaterhouseCoopers LLP included in their report on the Company's financial
statements.
The Audit Committee has reviewed and discussed the audited fiscal year 2001
financial statements with the Company's management. In addition, the Audit
Committee has discussed with PricewaterhouseCoopers LLP the matters required to
be discussed by Statement on Accounting Standards No. 61 (Communication with
Audit Committees), as modified or supplemented. The Audit Committee has received
the written disclosures and the letter from PricewaterhouseCoopers LLP required
by Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), as modified or supplemented, and has discussed with the
independent auditors their independence from the Company and its management. The
Audit Committee has also considered whether PricewaterhouseCoopers LLP's
provision of non-audit services to the Company is compatible with the
independence of such firm.
AUDIT FEES
For 2001, the fees paid for the annual audit and for the review of financial
statements included in the Company's Form 10-Qs, including reimbursable
expenses, were $880,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For 2001, there were no fees paid to PricewaterhouseCoopers LLP for
financial information systems design or implementation.
ALL OTHER FEES
For 2001, fees billed (including reimbursable expenses) for all other
non-audit services, including tax-related services, employee benefit services
and other expert services, rendered by PricewaterhouseCoopers LLP were $625,732.
Based on such review and discussion and in reliance thereon, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements
24
be included in the Company's Annual Report on Form 10-K for the year ended
December 30, 2001, for filing with the Securities and Exchange Commission.
Daniel B. Burke, Chairman
Ralph E. Gomory
Richard D. Simmons
PERFORMANCE GRAPH
The following graph is a comparison of the yearly percentage change in the
Company's cumulative total shareholder return with the cumulative total return
of the Standard & Poor's 500 Stock Index and a new index, the Standard & Poor's
Publishing Index. The graph also includes a comparison with the cumulative total
return of the Standard & Poor's Publishing/Newspapers Index which had been used
in prior years and will not be used in the future due to the introduction by
Standard & Poor's of the Publishing Index, which includes all the companies in
the Publishing/ Newspaper Index as well as Meredith Corporation and The
McGraw-Hill Companies. The Standard & Poor's 500 Stock Index is comprised of 500
U.S. companies in the industrial, transportation, utilities and financial
industries, weighted by market capitalization. The Standard & Poor's
Publishing/Newspapers Index is comprised of Dow Jones & Company, Inc., Gannett
Co., Inc., Knight-Ridder, Inc., The New York Times Company, The Times Mirror
Company (through the date of its acquisition by Tribune Company in May 2000) and
Tribune Company, weighted by market capitalization.
The graph reflects the investment of $100 on December 31, 1996, in the
Company's Class B Common Stock, the Standard & Poor's 500 Stock Index, the
Standard & Poor's Publishing/Newspapers Index and the Standard & Poor's
Publishing Index. For purposes of this graph, it has been assumed that dividends
were reinvested on the date paid in the case of the Company and the group of
peer issuers and on quarterly basis in the case of the Standard & Poor's 500
Index, the Standard & Poor's Publishing/Newspaper Index and the Standard &
Poor's Publishing Index.
25
THE WASHINGTON POST COMPANY
CUMULATIVE TOTAL SHAREHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDING DECEMBER 31, 2001
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Dollars
1996 1997 1998 1999 2000 2001
Washington Post $100.00 $147.01 $176.33 $171.18 $191.98 $166.59
S&P 500 $100.00 $133.36 $171.47 $207.56 $188.66 $166.24
S&P Publishing (Newspapers) $100.00 $163.01 $168.72 $231.84 $199.11 $204.56
S&P Publishing $100.00 $161.79 $176.47 $238.01 $199.40 $206.42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective September 2001, the Company renewed for one year a contract with
Mrs. Elizabeth Weymouth, the daughter of the late Mrs. Katharine Graham and the
sister of Mr. Donald Graham, under which she contributes articles to The
Washington Post newspaper and is to be compensated at the rate of $25,000
annually. During 2001, under an earlier contract, Mrs. Weymouth received total
compensation of $74,167 for articles contributed to The Washington Post
newspaper. In addition in 1999, Newsweek, Inc., a wholly-owned subsidiary of the
Company, entered into a two-year agreement with Mrs. Weymouth, under which she
contributed articles to Newsweek magazine. During the first nine months of 2001,
Mrs. Weymouth received from Newsweek compensation under that agreement
26
of $68,050 and reimbursement of certain expenses associated with providing those
articles. Commencing on September 17, 2001, Mrs. Weymouth became employed
full-time as a Senior Editor at Newsweek magazine with an annualized
compensation of $170,000.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement the only matters that the Board of
Directors expects to present to the meeting are those discussed herein. If any
other matter or matters are properly brought before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of Proxy to vote on those matters in accordance with their
best judgment.
Upon the recommendation of the Audit Committee, the Board of Directors has
selected PricewaterhouseCoopers LLP as the Company's independent accountants to
audit and report on its financial statements for the fiscal year 2001. The same
firm has acted as the Company's independent accountants continuously since the
Company was organized in 1946. As in previous years, a representative of
PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the
opportunity to make any statement he may desire with respect to the Company's
financial statements for 2001 and his firm's relationship with the Company, and
will be available to respond to appropriate questions from stockholders.
27
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
2002
THE WASHINGTON POST COMPANY
-----------------------------------
/X/ PLEASE MARK YOUR
VOTES AS IN THIS 0583
EXAMPLE. --------
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS GIVEN,
PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
- -----------------------------------------------------------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / Nominees: 01 Daniel B. Burke, 2. To transact such other / / / / / /
Directors 02 John L. Dolson Jr., business as may properly
(Check only and come before said
ONE box) 03 Ralph E. Gomory. meeting or any
adjournment thereof.
For all nominees (except as stockholder may indicate below)
I will attend the meeting / /
- -------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Please sign exactly as name appears hereon, Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If the signer is a
corporation, please sign full corporate name by
duly authorized officer.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
- ----------------------------------------------------------------------------------------------------------------------------------
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the WEBSITE and Return your proxy in the
Touch Tone phone cast your vote POSTAGE-PAID envelope
1-877-PRX-VOTE HTTP://WWW.EPROXYVOTE.COM/WPO provided
1-877-779-8683
- ----------------------------------------------------------------------------------------------------------------------------------
VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
Your telephone or Internet vote must be received by 5:00 p.m. eastern
daylight time on May 8, 2002, to be counted in the final tabulation.
VOTE BY TELEPHONE
Have your proxy card available when you call the Toll-Free number
1-800-PRX-VOTE using a Touch-Tone phone. You will be prompted to enter your
control number printed on your proxy card and then you can follow the simple
prompts that will be presented to you to record your vote. If you vote your
shares by telephone, you do not need to return the proxy card.
VOTE BY INTERNET
Have your proxy card available when you access the website
HTTP://WWW.EPROXYVOTE.COM/WPO. You will be prompted to enter your control
number printed on your proxy card and then you can follow the simple prompts
that will be presented to your to record your vote. If you vote shares
electronically, you do not need to return the proxy card.
VOTE BY MAIL
Please mark, sign and date your proxy card and return it in the postage-paid
envelope provided or return it to: The Washington Post Company, c/o EquiServe
Trust Co., N.A., P.O. Box 8289, Edison, NJ 08818-9126.
TO CHANGE YOUR VOTE
Any subsequent vote by any means will change your prior vote. For example, if
you voted by telephone, a subsequent Internet vote will change your vote. The
last vote received before 5:00 p.m. eastern daylight time on May 8, 2002 will
be the one counted. You may also revoke your proxy by voting in person at the
annual meeting.
THE WASHINGTON POST COMPANY
CLASS B COMMON STOCK
P PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MAY 9, 2002
R SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O
X
Y The undersigned hereby appoints Donald E. Graham, John B. Morse, Jr. and
Diana M. Daniels, and each of them, his/her true and lawful agents and
proxies, with full power of substitution in each, to represent the
undersigned, and to vote as indicated on the reverse of this Proxy all
shares of Class B Common Stock which the undersigned is entitled to vote,
at the Annual Meeting of Stockholders of THE WASHINGTON POST COMPANY to
be held on May 9, 2002, and at any adjournments thereof, on all matters
coming before said meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE (CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
FOLD AND DETACH HERE
/X/ PLEASE MARK YOUR
VOTES AS IN THIS 0577
EXAMPLE. --------
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS GIVEN,
PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
- -----------------------------------------------------------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / Nominees: Warren E. Buffett, 2. To transact such other / / / / / /
Directors Barry Diller, business as may properly
(Check only George J. Gillespie III, come before said
ONE box) Donald E. Graham, meeting or any
Richard D. Simmons, adjournment thereof.
and George W. Wilson.
For all nominees (except as stockholder may indicate below)
I will attend the meeting / /
- -------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Please sign exactly as name appears hereon, Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If the signer is a
corporation, please sign full corporate name by
duly authorized officer.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
THE WASHINGTON POST COMPANY
CLASS A COMMON STOCK
P PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MAY 9, 2002
R SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O
X
Y The undersigned hereby appoints Donald E. Graham, John B. Morse, Jr. and
Diana M. Daniels, and each of them, his/her true and lawful agents and
proxies, with full power of substitution in each, to represent the
undersigned, and to vote as indicated on the reverse of this Proxy all
shares of Class A Common Stock which the undersigned is entitled to vote,
at the Annual Meeting of Stockholders of THE WASHINGTON POST COMPANY to
be held on May 9, 2002, and at any adjournments thereof, on all matters
coming before said meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE (CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)