UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 5, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
(703 ) 345-6300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 5, 2022, 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 Company’s 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 | |||||||||||
| 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 | |||||||||||
| Tony Allen | 2,972,568 | 78,067 | — | — | ||||||||||
| Christopher C. Davis | 2,470,211 | 580,424 | — | — | ||||||||||
| Anne M. Mulcahy | 2,797,234 | 253,401 | — | — | ||||||||||
Proposal 2: Vote to Approve the Company’s 2022 Incentive Compensation Plan
The Company’s Class A stockholders approved the Company’s 2022 Incentive Compensation Plan, as set forth below:
Class A Common Stock
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 964,001 | — | — | — | ||||||||
The Company’s Class B stockholders approved the Company’s 2022 Incentive Compensation Plan, as set forth below:
Class B Common Stock
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 2,257,599 | 784,492 | 8,544 | — | ||||||||
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Proposal 3: Advisory Vote to Approve 2021 Compensation Awarded to Named Executive Officers
The Company’s Class A stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for 2021, as set forth below:
Class A Common Stock
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 964,001 | — | — | — | ||||||||
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Exhibit Index
| Exhibit 104 | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101. | ||||
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SIGNATURE
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 hereunto duly authorized.
| Graham Holdings Company | ||||||||
| (Registrant) | ||||||||
| Date: May 6, 2022 | /s/ Nicole M. Maddrey | |||||||
| Nicole M. Maddrey, Senior Vice President, General Counsel, Secretary | ||||||||
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