GHC.NYSEGraham Holdings CO
DEF: Graham Holdings Company Announces 2025 Annual Meeting of Shareholders, Proxy Statement Released
Sentiment:
Proxy Statement
Graham Holdings Company has released its proxy statement for the 2025 Annual Meeting of Shareholders, scheduled for May 6, 2025, covering director elections and executive compensation.
Summary
- Graham Holdings Company has announced its 2025 Annual Meeting of Shareholders to be held on May 6, 2025, at The Hamilton in Washington, D.C.
- The meeting will include the election of Directors and an advisory vote on the compensation awarded to the Company's named executive officers for 2024.
- The Board recommends voting for the nominated Directors and for the approval of the executive compensation.
- Shareholders of record as of March 12, 2025, are entitled to vote.
- The proxy statement and annual report are available online at www.ghco.com/2025-annual-meeting-shareholders.
- The Board consists of ten directors, seven elected by Class A shareholders and three by Class B shareholders.
- The company's operations include education, television broadcasting, online news, manufacturing, healthcare, automotive dealerships, and other businesses.
- The compensation of non-employee directors includes $180,000 in cash or stock and reimbursement of expenses, with additional retainers for committee chairs and Audit Committee members.
- The company is a controlled company, exempt from certain governance requirements, but the majority of the Board is comprised of independent directors.
- Shareholder proposals for the 2026 Annual Meeting must be received by November 26, 2025.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, presenting routine matters for shareholder vote. The company achieved 96% of its earnings per share goal for 2024. The sentiment is neutral to slightly positive.
Positives
- The Board recommends voting for the approval of the compensation awarded to the Company's named executive officers for 2024.
- The majority of the Board is comprised of independent directors, ensuring strong corporate governance.
- The company has a voluntary Deferred Compensation Plan for Directors.
Future Outlook
The Board expects to meet in executive session in 2025 as appropriate.
Industry Context
The company operates in a rapidly evolving, highly regulated, competitive, and technologically advanced environment, spanning education, media, and other diverse sectors.
Related Party Transactions
- Mrs. Elizabeth G. Weymouth, the daughter of the late Mrs. Katharine Graham, the sister of Mr. Donald E. Graham and the mother of Katharine Weymouth, is employed as an Editor-at-Large of the Companys publications and websites. In 2024, she received $300,000 in compensation. Mrs. Weymouths base salary for 2025 is $300,000.
Stakeholder Impact
- Shareholders are asked to vote on key governance matters, including the election of directors and executive compensation.
- The company's performance and executive compensation decisions impact employees and management.
Next Steps
- Shareholders are encouraged to vote on the election of directors and the advisory vote on executive compensation.
- The Board will consider the outcome of the advisory vote on executive compensation in evaluating its executive compensation program.
Key Dates
| Date | Description |
|---|---|
| 1934 | Securities Exchange Act of 1934 |
| 1946 | PricewaterhouseCoopers LLP has acted as the Company's independent accountant continuously since the Company was organized. |
| 1969 | Davis Selected Advisers, L.P., an independent investment management firm founded in 1969. |
| 1974 | Mr. Graham has been a Director of the Company since 1974. |
| 1974 | Employee Retirement Income Security Act of 1974, as amended (ERISA). |
| 1979 | Mr. Graham was Publisher of The Washington Post newspaper for 21 years, a position he held between 1979 and 2000. |
| 1982 | An annual pension (payable one-twelfth each month) equal to 1.0% of the highest average compensation multiplied by years of credited service with Newsweek after 1982 |
| 1989 | Mr. Davis joined Davis Selected Advisers, L.P. in 1989 as a financial analyst |
| 1990 | Since 1990, he served as a Director of Markel Corporation from 1998 to 2003 and since 2016. |
| 1991 | Mr. Graham served as Chairman of the Board from September 1993 until May 2023, and served as Chief Executive Officer from May 1991 until November 2015. |
| 1993 | Mr. Graham served as Chairman of the Board from September 1993 until May 2023, and served as Chief Executive Officer from May 1991 until November 2015. |
| 1995 | Mr. Davis became a portfolio manager of the firms flagship funds, Davis New York Venture Fund and Selected American Shares, in 1995, succeeding his father, Shelby M. C. Davis. |
| 1998 | Since 1990, he served as a Director of Markel Corporation from 1998 to 2003 and since 2016. |
| 2000 | Mr. Graham was Publisher of The Washington Post newspaper for 21 years, a position he held between 1979 and 2000. |
| 2000 | From May 2000 through July 2001, she was President and Chief Operating Officer of Xerox. |
| 2001 | Mrs. Mulcahy, age 72, served as Chairman of the Board of Directors of Xerox Corporation from 2002 until 2010 and served as Chief Executive Officer from 2001 through June 2009. |
| 2002 | Mrs. Mulcahy, age 72, served as Chairman of the Board of Directors of Xerox Corporation from 2002 until 2010 and served as Chief Executive Officer from 2001 through June 2009. |
| 2003 | Since 1990, he served as a Director of Markel Corporation from 1998 to 2003 and since 2016. |
| 2003 | Mr. Wagoner served as Chairman and Chief Executive Officer of GM from May 2003 through March 2009 and had been President and Chief Executive Officer since June 2000. |
| 2006 | Dr. Allen began his financial services career as an Executive Vice President at MBNA America from January 2006 until August 2017. |
| 2006 | Mr. Davis has been a Director of Graham Holdings Company since January 2006 |
| 2007 | Mr. Gayner has served as a Director of the Company since January 2007. |
| 2007 | Previously, he served as Chief Executive Officer of LivingSocial, which he co-founded in 2007. |
| 2008 | Mrs. Mulcahy has served as a Director of the Company since January 2008. |
| 2008 | Mr. Graham was a Director of Facebook, Inc. from December 2008 until June 2015. |
| 2008 | Ms. Weymouth served as Publisher and Chief Executive Officer of The Washington Post, the newspaper division of The Washington Post Company, from 2008 through the end of 2014. |
| 2009 | Mrs. Mulcahy, age 72, served as Chairman of the Board of Directors of Xerox Corporation from 2002 until 2010 and served as Chief Executive Officer from 2001 through June 2009. |
| 2009 | Mr. Wagoner, age 72, retired from General Motors Corporation (GM) in August 2009 after a 32-year career. |
| 2009 | From 2009 to 2017, he served as Governor of Delaware. |
| 2009 | Eligible employees hired or rehired by the Company on or after September 1, 2009, participated in the Cash Balance Retirement Program, now known as the CC Plan. |
| 2010 | Mrs. Mulcahy, age 72, served as Chairman of the Board of Directors of Xerox Corporation from 2002 until 2010 and served as Chief Executive Officer from 2001 through June 2009. |
| 2010 | Mr. Gayner has served as President and Chief Investment Officer of Markel Corporation since May 2010. |
| 2010 | Mr. Wagoner has served as a Director of the Company since June 2010 |
| 2010 | Ms. Weymouth has been a Director of the Company since 2010 |
| 2011 | The Social Security offset is calculated by multiplying covered compensation by the offset percentage. Covered compensation in this context is the average Social Security Taxable Wage Base over the 35-year period prior to the year in which a participant reaches Social Security retirement age. The offset percentage is a percentage ranging from 0.54% to 0.60% (depending on the year of the participants birth), multiplied by years of credited service (which was limited to up to 30 years, until the plan was amended in 2011 to recognize credited service in excess of 30 years). |
| 2012 | The Company has granted awards under two equity plans, the 2012 Incentive Compensation Plan in May 2012 (the Legacy Plan) and the 2022 Incentive Compensation Plan (the 2022 Plan). |
| 2012 | Eligible employees who were actively employed on or after August 1, 2012, also participated in the SRA. |
| 2013 | Katharine Weymouth was employed at The Washington Post as CEO and Publisher until its sale on October 1, 2013. |
| 2014 | The Company entered into a letter agreement with Mr. OShaughnessy in October 2014 in connection with his becoming President of the Company. |
| 2014 | The Company entered into a letter agreement with Mr. Rosen in April 2014 in connection with his becoming Chairman of Kaplan and Executive Vice President of the Company. |
| 2014 | He has served as a Director of the Company since November 2014 |
| 2014 | Effective for deferrals made on or after January 1, 2014, amounts deferred under the Deferred Compensation Plan are payable no later than the first business day of the seventh month following the date of separation of service. |
| 2015 | Mr. Graham was a Director of Facebook, Inc. from December 2008 until June 2015. |
| 2015 | Mr. Graham served as Chairman of the Board from September 1993 until May 2023, and served as Chief Executive Officer from May 1991 until November 2015. |
| 2015 | The Company entered into a letter agreement with Mr. Maas in August 2015 in connection with his becoming Senior Vice PresidentPlanning and Development in the Corporate Office of Graham Holdings Company. |
| 2015 | The Company maintains an unfunded non-qualified supplemental executive retirement plan (SERP) that was designed to retain and recruit key executives. Mr. Rosen participates in the SERP. Participants in the SERP were selected by management as employees whom management most wanted to retain because of their superior performance and were approved for participation by the Committee. The Company closed the plan to new participants as of December 2015. |
| 2015 | The Company also maintains a Deferred Compensation Plan, which has been closed to new participants and new deferrals for existing participants since December 2015. Mr. Rosen participates in this plan. |
| 2016 | Since 1990, he served as a Director of Markel Corporation from 1998 to 2003 and since 2016. |
| 2016 | He was co-CEO from 2016-2023. |
| 2017 | Dr. Allen began his financial services career as an Executive Vice President at MBNA America from January 2006 until August 2017. |
| 2017 | Mr. Markell served as a Director of the Company from May 2017 through December 2021, and served on the Audit Committee from January 2019 through September 2021. |
| 2017 | From 2009 to 2017, he served as Governor of Delaware. |
| 2017 | From April 2017 to January 2021, Ms. Conley was a partner in the Washington, D.C. office of an international law firm where she led the firms anti-discrimination practice and represented multinational corporations and educational institutions in sensitive internal and government investigations and litigation matters. |
| 2017 | Prior to becoming President, Dr. Allen served as Provost beginning in June of 2017. |
| 2018 | Vested benefits under the Retirement Plan are generally payable in the form of a single life annuity or lump-sum payment (which was adopted in 2018 to permit certain eligible employees commencing a benefit on or after January 1, 2019, to elect a single, lump-sum payment). |
| 2018 | A temporary Pre-Age 65 supplement of $2,075 per month payable until age 65 to certain eligible employees retiring at or after age 55 with 10 years of vesting service. This reflects an amendment made in 2018 increasing the supplement by $1,825 for certain eligible employees as of September 1, 2018. |
| 2019 | Mr. Markell served as a Director of the Company from May 2017 through December 2021, and served on the Audit Committee from January 2019 through September 2021. |
| 2019 | Vested benefits under the Retirement Plan are generally payable in the form of a single life annuity or lump-sum payment (which was adopted in 2018 to permit certain eligible employees commencing a benefit on or after January 1, 2019, to elect a single, lump-sum payment). |
| 2020 | Dr. Allen has served as the 12th President of Delaware State University, a public historically black land-grant research university founded in 1891, since January 2020. |
| 2021 | Dr. Allen became a Director in February 2021. |
| 2021 | From April 2017 to January 2021, Ms. Conley was a partner in the Washington, D.C. office of an international law firm where she led the firms anti-discrimination practice and represented multinational corporations and educational institutions in sensitive internal and government investigations and litigation matters. |
| 2021 | From January 2021 to June 2022, Ms. Conley served as Deputy Counsel to the President of the United States in the Office of the White House Counsel, where she advised the President, Vice President and other senior White House officials on legal matters pertaining to a wide array of domestic policy issues. |
| 2021 | Mr. Markell served as a Director of the Company from May 2017 through December 2021, and served on the Audit Committee from January 2019 through September 2021. |
| 2022 | Ms. Conley has served as a Director of the Company since September 2022. |
| 2022 | From January 2021 to June 2022, Ms. Conley served as Deputy Counsel to the President of the United States in the Office of the White House Counsel, where she advised the President, Vice President and other senior White House officials on legal matters pertaining to a wide array of domestic policy issues. |
| 2022 | From 2022 to 2023, he served as U.S. Ambassador to the Organization for Economic Cooperation and Development. |
| 2023 | He was co-CEO from 2016-2023. |
| 2023 | Mr. Graham served as Chairman of the Board from September 1993 until May 2023, and served as Chief Executive Officer from May 1991 until November 2015. |
| 2023 | From 2022 to 2023, he served as U.S. Ambassador to the Organization for Economic Cooperation and Development. |
| 2023 | From 2023 to 2025 as U.S. Ambassador to the Italian Republic and the Republic of San Marino. |
| 2023 | The SRA was closed on December 31, 2023, and although employees no longer earn pay-based credits, they continue to earn monthly interest credits. |
| 2024 | Effective January 2024, the Company consolidated most employer contributions into the Company Contribution Plan (CC Plan, formerly known as the Cash Balance Retirement Program). |
| 2024 | The 2024 target annual bonus award for each of the named executive officers, as a percentage of base salary, was as follows: Mr. OShaughnessy, 100%; Mr. Rosen, 100%; Mr. Cooney, 50%; Mr. Maas, 50%; and Ms. Maddrey, 40%. |
| 2024 | The diluted earnings per share goal for 2024 was $61.88. |
| 2024 | Taking into account these adjustments, the Companys 2024 diluted earnings per share, as adjusted for purposes of the bonus determination, was $59.40 (compared to reported diluted earnings per share of $163.40), resulting in the Companys achievement of 96% of its earnings per share goal for 2024. |
| 2024 | In 2024, Kaplan achieved adjusted enterprise operating income of $133.8 million (adjusted for milestone exchange rates), which surpassed the second adjusted milestone of $120.6 million (adjusted for acquisitions and new pension plan) and the third adjusted milestone of $130.6 million (adjusted for acquisitions and new pension plan). |
| 2024 | In 2024, she received $300,000 in compensation. |
| 2024 | The Audit Committee has reviewed and discussed the audited fiscal year 2024 financial statements with the Companys management and matters related to the Companys internal control over financial reporting. |
| 2024 | PricewaterhouseCoopers LLPs fees for the annual audit, statutory audits and reviews of financial statements included in the Companys quarterly filings, including reimbursable expenses, were $5,517,000 in 2024 and $5,345,000 in 2023, which fees were reviewed and approved by the Audit Committee. |
| 2024 | PricewaterhouseCoopers LLPs fees for tax compliance, tax advice and tax planning, including reimbursable expenses, were $3,300 in 2024 and $0 in 2023, which fees were reviewed and approved by the Audit Committee. |
| 2024 | PricewaterhouseCoopers LLPs fees for other services, including a finance and accounting research tool provided by PricewaterhouseCoopers LLP, were $33,500 in 2024 and $76,100 in 2023, which fees were reviewed and approved by the Audit Committee. |
| March 12, 2025 | Record date for determining shareholders entitled to notice of and to vote at the Meeting. |
| March 26, 2025 | Date of the notice of the Annual Meeting of Shareholders. |
| May 1, 2025 | Deadline for participants in the Company's 401(k) plans to direct the Plan Trustee on how to vote. |
| May 5, 2025 | Deadline for internet or telephone votes to be received. |
| May 6, 2025 | Date of the 2025 Annual Meeting of Shareholders. |
| November 26, 2025 | Deadline for shareholder proposals for the 2026 Annual Meeting of Shareholders. |
| January 6, 2026 | Earliest date for shareholder proposals submitted outside the processes of Rule 14a-8 of the Exchange Act must provide notice required by our By-laws to be considered a timely submission. |
| February 5, 2026 | Latest date for shareholder proposals submitted outside the processes of Rule 14a-8 of the Exchange Act must provide notice required by our By-laws to be considered a timely submission. |
Keywords
Annual Meeting, Shareholders, Proxy Statement, Directors, Executive Compensation, Graham Holdings, Voting, Governance
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