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    Graham Holdings Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/7/25 12:26:41 PM ET
    $GHC
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    ghc-20250506
    FALSE000010488900001048892025-05-062025-05-06

    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 6, 2025
    GRAHAM HOLDINGS COMPANY
    (Exact name of registrant as specified in its charter) 
       
    Delaware
    001-06714
    53-0182885
    (State or other jurisdiction of
    incorporation)
    (Commission
    File Number)
    (I.R.S. Employer
    Identification No.)
       
    1812 North Moore Street, Arlington, Virginia
    22209
    (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 classTrading symbolName of each exchange on which registered
    Class B Common Stock, par value $1.00 per shareGHCNew York Stock Exchange
    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 6, 2025, 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 ten persons nominated as Directors of the Company as set forth below:

    Class A Common Stock Nominees
    ForAgainstAbstain
    Thomas S. Gayner964,001——
    Donald E. Graham964,001——
    Jack Markell964,001——
    Anne M. Mulcahy964,001——
    Timothy J. O’Shaughnessy964,001——
    G. Richard Wagoner, Jr.964,001——
    Katharine Weymouth964,001——

    Class B Common Stock Nominees
    ForAgainstAbstain
    Tony Allen1,892,740577,96212,753
    Danielle Conley1,905,178565,83812,439
    Christopher C. Davis1,603,463867,19412,798


    Proposal 2: Advisory Vote by the Class A stockholders to Approve 2024 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 2024, as set forth below:

    Class A Common Stock

    ForAgainstAbstain
    964,001——







    2

    Exhibit Index  
    Exhibit 104
    Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.


    3

    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, 2025 /s/ Nicole M. Maddrey
      Nicole M. Maddrey,
    Senior Vice President, Secretary, General Counsel


     
     

    4
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