SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended July 3, 2005
Commission File Number 1-6714
THE WASHINGTON POST COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 53-0182885 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 1150 15th Street, N.W. Washington, D.C. | 20071 | |
| (Address of principal executive offices) | (Zip Code) |
(202) 334-6000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x. No ¨.
Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act. Yes x. No ¨.
Shares outstanding at August 1, 2005:
| Class A Common Stock |
1,722,250 Shares | |
| Class B Common Stock |
7,872,462 Shares |
Explanatory Note
This Form 10-Q/A amends Item 4 of Part II of the Quarterly Report on Form 10-Q of The Washington Post Company (the “Company”) for the quarter ended July 3, 2005 (the “Original Filing”) to include the voting results on the proposal submitted to the Company’s stockholders at its May 12, 2005 Annual Meeting of Stockholders to reserve additional shares for the grant of restricted stock awards under the Company’s Incentive Compensation Plan. Except for such amendment, this Form 10-Q/A does not modify or update any other disclosures made in the Original Filing.
PART II – OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company’s May 12, 2005 Annual Meeting of Stockholders, the stockholders elected each of the nominees named in the Company’s proxy statement dated March 25, 2005 to its Board of Directors. The voting results are set forth below:
| Class A Directors |
||||||
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Warren E. Buffett |
1,722,250 | -0- | -0- | |||
| Barry Diller |
1,722,250 | -0- | -0- | |||
| Melinda Gates |
1,722,250 | -0- | -0- | |||
| George J. Gillespie, III |
1,722,250 | -0- | -0- | |||
| Donald E. Graham |
1,722,250 | -0- | -0- | |||
| Richard D. Simmons |
1,722,250 | -0- | -0- | |||
| George W. Wilson |
1,722,250 | -0- | -0- | |||
| Class B Directors |
||||||
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| John L. Dotson Jr. |
7,072,663 | 52,118 | -0- | |||
| Ronald L. Olson |
7,031,197 | 93,584 | -0- | |||
| Alice M. Rivlin |
7,039,374 | 85,407 | -0- | |||
In addition, the stockholders voted on the reservation of additional shares for the grant of future restricted stock awards under the Company’s Incentive Compensation Plan. The voting results are set forth below:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||||
| Class A Stock |
1,722,250 | -0- | -0- | -0- | ||||
| Class B Stock |
6,214,108 | 171,212 | 100,698 | 638,763 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE WASHINGTON POST COMPANY | ||
| (Registrant) | ||
| Date: September 20, 2005 | /s/ Donald E. Graham | |
| Donald E. Graham, | ||
| Chairman & Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: September 20, 2005 | /s/ John B. Morse, Jr. | |
| John B. Morse, Jr., | ||
| Vice President-Finance | ||
| (Principal Financial Officer) | ||