UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment No.)

Check the appropriate box:

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):

THE WASHINGTON POST COMPANY

1150 15th Street,15TH STREET, NW Washington,| WASHINGTON, DC 20071 | (202) 334-6000

March 25, 200923, 2012

TO OUR SHAREHOLDERS:

You are cordially invited to the Company’s 20092012 Annual Meeting of Shareholders of The Washington Post Company (the “Company”), which will be held in the Auditorium, The Washington Post Building, 1150 15th Street, NW, Washington, DC 20071, on Thursday, May 14, 2009,10, 2012, at 9:00 a.m.

At the Company’s 2012 Annual Meeting in addition to electing Directors for the ensuing year, stockholders will act on the approval of certain amendments to the Company’s Incentive Compensation Plan, as more fully explained in the accompanying Proxy Statement. Also at the Meeting,Shareholders (the “Meeting”), there will be a report on the Company’s activities.activities, Directors will be elected for the ensuing year, and shareholders will vote to approve the Company’s 2012 Incentive Compensation Plan. In addition, the Class A Shareholders will have an advisory vote on whether to approve the compensation paid to the Company’s named executive officers for 2011.

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 in the enclosed Proxy.

DONALD E. GRAHAM

Chairman

THE WASHINGTON POST COMPANY

Notice of Annual Meeting of Shareholders — May 14, 200910, 2012

The 2012 Annual Meeting of Shareholders of The Washington Post Company will be held in the Auditorium, The Washington Post Building, 1150 15th Street, NW, Washington, DC 20071, on Thursday, May 14, 2009,10, 2012, at 9:00 a.m., Eastern Daylight Saving Time, for the following purposes:

The Board of Directors of the Company (the “Board”) has fixed the close of business on March 9, 2009,5, 2012, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.

It is important that your shares be represented and voted at the Meeting. Please 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 onin 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 previously voted Proxy.

By Order of the Board of Directors,

VERONICA DILLON, Secretary

March 25, 200923, 2012

Washington, DC

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THE WASHINGTON POST COMPANY

1150 15th Street, NW, Washington, DC 20071

March 25, 200923, 2012

This Proxy Statement contains information relating to the 20092012 Annual Meeting of Shareholders of The Washington Post Company (the “Company”) to be held at the Company’s headquarters, 1150 15th Street, NW, Washington, DC 20071, on Thursday, May 14, 2009,10, 2012, at 9:00 a.m., Eastern Daylight Saving Time, or any adjournments thereof, for the purposes set forth in the accompanying Notice of the 20092012 Annual Meeting of Shareholders. This Proxy Statement and the accompanying forms of proxyProxy and voting instructions are being delivered to shareholders on or about March 25, 2009.23, 2012. The Board of Directors of the Company is making this proxyProxy solicitation.

Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 14, 2009.10, 2012. This Proxy Statement and the Annual Report to Shareholders are available at www.washpostco.com.

QUESTIONS AND ANSWERS

Q: What am I voting on?

A: You are voting on the election of Directors for a term of one year. A Board of ten Directors is to be elected, seven 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 andor until their respective successors shall have been elected and shall have qualified or as otherwise provided in the bylaws of the Company.

You are also voting on the approval of the Company’s 2012 Incentive Compensation Plan.

In the event that any nominee withdraws or for any reason is not able to serve as a Director, Donald E. Graham, Hal S. Jones, Veronica Dillon and Gerald M. Rosberg, acting as your proxies, may vote for such other person as the Board of Directors may nominate.

In addition, if you are a holder of Class A Stock, you are voting on whether to approve certain amendments (as more fully described in this Proxy Statement)the compensation paid to the Company’s Incentive Compensation Plan.named executive officers for 2011. In accordance with SEC rules, these votes are advisory in nature and non-binding.

Each of your shares entitles you to one vote with respect to each matter on which you may vote.

Q: What are the voting recommendations of the Board?

A: The Board recommends voting for each of the nominated Directors listed on the proxyProxy card. The Board knows of no reason that would cause any nominee to be unable to act or to refuse to accept nomination or election.

The Board recommends voting for the approval of the amendmentsCompany’s 2012 Incentive Compensation Plan.

The Board recommends voting for the approval of the compensation paid to the Company’s Incentive Compensation Plan (as more fully described in this Proxy Statement).named executive officers for 2011.

Q: Will any other matters be voted on?

A: We are not aware of any matters to be voted on other than the election of Directors, and the approval of certain amendmentsthe Company’s 2012 Incentive Compensation Plan, and the Class A Shareholder advisory vote on compensation paid to the Company’s Incentive Compensation Plan that you will be asked to vote on at the Meeting.named executive officers for 2011. If any other matter is properly brought before the Meeting, Donald E. Graham, Hal S. Jones, Veronica Dillon and Gerald M. Rosberg, acting as your proxies, will vote for you at their discretion.

Q: How do I vote?

A: There are four ways to vote:

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If you vote by Internet or telephone, your vote must be received by 5:00 p.m., Eastern Daylight Saving Time, on the day before the Meeting. Your shares will be voted as you indicate. If you are a Class B Shareholder and do not indicate your voting preferences, Donald E. Graham, Hal S. Jones, Veronica Dillon and Gerald M. Rosberg, acting as your proxies, will vote your shares in favor of the applicable nominated Directors and in favor of the Company’s 2012 Incentive Compensation Plan.

If you are a Class A Shareholder and do not indicate your voting preferences, the foregoing persons, acting as your proxies, will vote your shares in favor of the applicable nominated Directors, in favor of the Company’s 2012 Incentive Compensation Plan and for approval of certain amendmentsthe compensation paid to the Company’s Incentive Compensation Plan.named executive officers for 2011.

Q: Who can vote?

A: You can vote if you were a shareholder of record as of the close of business on March 9, 20095, 2012 (the “Record Date”). If you hold shares in street name, your broker, bank or other nominee will instruct you as to how your shares may be voted by proxy, including whether telephonic or Internet voting options are available. You may not vote shares held in street name in person at the Meeting unless you have a proxyProxy executed in your favor by your broker, bank or other nominee.

In accordance with the Company’s constitutive documents and under Delaware corporate law, only Class A Shareholders are entitled to vote on Proposal 3: Approval of 2011 Compensation Awarded to Named Executive Officers. If you are a Class B Shareholder, you are entitled to vote on Proposal 1: Election of Directors, and Proposal 2: Approval of the Company’s 2012 Incentive Compensation Plan.

Q: Can I change my vote?

A: Yes. You can change your vote or revoke your proxyProxy at any time before the Meeting by:

Q: What vote is required to approve a proposal?

A: Directors will be elected by a plurality of the votes cast at the Meeting. This means that the seven Class A Shareholder nominees receiving the highest number of votes and the three Class B Shareholder nominees receiving the highest number of votes cast shall be elected. You do not have the right to cumulate votes in the election of Directors. A properly executed proxyProxy marked “WITHHELD” with respect to the election of one or more Directors will not be voted with respect to the Director or Directors indicated, although it will be counted for purposes of determining whether a quorum is present at the Meeting. Any shares not voted (whether by abstention, broker non-vote or otherwise) will have no impact on the vote, but these shares will be counted for purposes of determining whether a quorum is present.

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The effectiveness of the proposal to amendapprove the Company’s 2012 Incentive Compensation Plan is conditioned on the favorable vote of a majority of the holders of Class A Common Stock present or represented at the Meeting and a majority of the holders of Class B Common Stock present or represented at the Meeting, voting as separate classes. Any shares not voted by reason of abstention

While the proposal to approve the 2011 compensation awarded to the Company’s named executive officers is non-binding and advisory in nature, it will havebe approved only on the effectfavorable vote of a negative vote, and brokermajority of the Class A Shareholders present or represented at the Meeting.

Broker non-votes will have no impact on the vote.voting results for any of the proposals presented at the Meeting, and abstentions will have the effect of a vote against the proposal to approve the 2011 compensation awarded to the Company’s named executive officers and the Company’s 2012 Incentive Compensation Plan. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

Q: Who will count the vote?

A: Computershare, the Company’s transfer agent and registrar, will count the vote. One of its representatives will be included among the persons authorized to certify the vote.

Q: Who can attend the Meeting?

A: All shareholders of record as of the close of business on March 9, 2009,5, 2012, can attend.

Q: What do I need to do to attend the Meeting?

A: To attend the Meeting, please follow these instructions:

Seating at the Meeting will be on a first-come, first-served basis upon arrival at the Meeting.

Q: Can I bring a guest?

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A: No. The Meeting is for shareholders only.

Q: What is the quorum requirement of the Meeting?

A: A majority of the outstanding shares on March 9, 2009,5, 2012, constitutes a quorum for voting at the Annual Meeting.Meeting, except that (1) for purposes of the election of seven Directors by the holders of Class A Common Stock (Proposal 1), the approval of the 2012 Incentive Compensation Plan (Proposal 2) and the advisory vote on whether to approve the compensation paid to the named executive officers of the Company in 2011 (Proposal 3), a quorum requires a majority of the outstanding shares of Class A Common Stock on March 5, 2012, and (2) for purposes of the election of three Directors by the holders of Class B Common Stock (Proposal 1) and the approval of the 2012 Incentive Compensation Plan (Proposal 2), a quorum requires a majority of the outstanding shares of Class B Common Stock on March 5, 2012. If you vote, your shares will be part of the quorum. Abstentions and broker non-votes will be counted in determining the quorum. On March 9, 2009,5, 2012, there were 1,291,6931,229,383 shares of Class A Common Stock and 8,108,1546,388,151 shares of Class B Common Stock outstanding and entitled to vote.

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Q: Who is soliciting Proxies?

A: Solicitation of proxiesProxies will be made by the Company’s management through the mail, in person, on the Internet or by telephone, without any additional compensation being paid to such members of the Company’s management. The cost of such solicitation will be borne by the Company. In addition, the Company has requested brokers and other custodians, nominees and fiduciaries to forward proxyProxy cards and proxyProxy soliciting material to shareholders, and the Company will pay their fees and reimburse them for their expenses in so doing.

Q: When are the shareholder proposals due for the Company’s 2013 Annual Meeting of Shareholders?

A: Shareholder proposals submitted by shareholders entitled to vote on such matters, meeting the requirements of the Securities and Exchange Commission’s proxy rules, must be in writing, received by November 22, 2009,24, 2012, and addressed to the Secretary of the Company at 1150 15th Street, NW, Washington, DC 20071.

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 on equity-compensation plans and any material revisions to the terms of such plans 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 proxyProxy materials for annual meetings.the Meeting.

Q: What other information about The Washington Post Company is available?

A: The following information is available:

Q: Can I receive materials relating to the Meeting electronically?

A: To assist the Company in reducing costs related to the Annual Meeting, shareholders who vote via the Internet may consent to electronic delivery of mailings related to future annual shareholder meetings. The Company also makes its proxy statementsProxy Statements and annual reportsAnnual Reports available online and may eliminate mailing hard copies of these documents to those shareholders who consent in advance to electronic distribution. If you hold shares in your own name and you are voting via the Internet, you may consent online when you vote. If you hold shares through an intermediary, such as a bank or broker, please refer to the information provided by your bank or brokerthe intermediary for instructions on how to consent to electronic distribution.

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PROPOSAL 1: ELECTION OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

The Company seeks Directors of the highest personal and professional ethics, integrity and business acumen who are committed to representing the long-term interests of the Company’s shareholders. In considering its composition, the Board considers the skills and experience of prospective nominees in the context of the needs of the Board and seeks Directors who are “independent” under applicable law and listing standards, despite being exempt from such requirement as a “controlled company.” The Company’s Corporate Governance Guidelines do not prescribe specific standards regarding the diversity of the Board, but the Board considers as a matter of practice the diversity of prospective nominees (including incumbent Directors), both culturally and in terms of the range of perspectives that the Board as a whole brings to its work. The following nominees for Director have established records of accomplishment in areas relevant to the Company’s strategy and operations and share characteristics identified in the Company’s Corporate Governance Guidelines and Statement of Ethical Principles as essential to a well-functioning deliberative body: honesty, integrity, independence, competence, diligence and commitment to the interests of all shareholders to build long-term shareholder value.

The Company is a diversified education and media company serving customers in a rapidly evolving, highly regulated, competitive and technological environment. The Directors’ expertise and experience encompass the areas of education, media, technology, marketing, international business and finance, journalism, law and public policy. All of the Directors have held senior positions as leaders of complex organizations (both for-profit and non-profit) and gained expertise in core management skills, such as strategy and business development, innovation, line operations, brand management, finance, compensation and leadership development, compliance and risk management. They have significant experience in corporate governance and oversight through their positions as senior executives and as Directors (or Trustees) of public companies and other institutions, and many have served as members of audit, compensation and governance committees at such companies or institutions, as well as at the Company. These skills and experience are pertinent to the Company’s current and evolving business strategies, as well as to the Board’s oversight role, and enable the Company’s Directors to provide diverse perspectives about the complex issues facing the Company.

The following biographies highlight specific qualifications, skills and experience of each of the Director nominees.

NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS

Lee C. Bollinger

Mr. Bollinger, age 62, became65, has served as the 19th President of Columbia University insince June 2002. Prior to becoming President of Columbia University, where he also serves as a member of the Law School faculty, Mr. Bollinger served as President of the University of Michigan for five years and as Dean of the University of Michigan Law School for seven years. He is a DirectorChairman of the Board of the Federal Reserve Bank of New York and a Trustee of the Kresge Foundation. He is also a Trustee of Educational Testing Service and the Institute of International Education. Mr. Bollinger is the recipient of numerous honorary degrees and awards, most notably for his national leadership in defending affirmative action, for his service in higher education and for his scholarship and leadership in defense of freedom of speech and academic freedom. Mr. Bollinger was electedpress. He has served as a Director of the Company insince May 2007 and is a member of the Compensation Committee of the Board. Mr. Bollinger’s experience in higher education and at a variety of educational institutions facing differing challenges and opportunities is of particular relevance to the Company’s higher education business segment and other education-related initiatives, but also reflects his commitment to principles — notably freedom of speech and press — that are the foundation of the Company’s businesses. In his role as a Director, and now Chairman, of the Federal Reserve Bank of New York, Mr. Bollinger has also gained experience in financial matters, particularly those affecting national economies and financial and market systems.

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Warren E. BuffettBarry Diller

Mr. Buffett,Diller, age 78,70, has beenserved as Chairman and Senior Executive of IAC/InterActiveCorp since December 2010, as Chairman and Senior Executive of Expedia, Inc. since August 2005, and as Chairman and Senior Executive of TripAdvisor, Inc. since December 2011. He has served as a Director of the Company since September 2000 and is a member of the Finance, Executive and Compensation Committees of the Board. Prior to his service at IAC/InterActiveCorp (and its predecessor companies), which commenced in August 1995, Mr. Diller was Chairman of the Board and Chief Executive Officer of Berkshire HathawayQVC, Inc. (a diversified holding company) for more than 38 years. He was elected a Director of the Company in May 1996. Mr. Buffett is a member of the Executive Committee of the Board and serves as Chairman of the Finance Committee and as lead Director of the Board. Mr. Buffett also served as a Director of the Company between 1974 and 1986.

Barry Diller

Mr. Diller, age 67, has been Chairman of the Board and Chief Executive Officer of IAC/InterActiveCorp (an information, entertainment and direct selling company) since August 1995, and Chairman and Senior Executive of Expedia, Inc., since August 2005. He was elected a Director of the Company in September 2000 and is a member of the Finance and Compensation Committees of the Board. Sincefrom December 1992 beginning with QVC, Mr. Diller has served as chief executive for a number of predecessor companies engaged in media and interactivity prior to the formation of IAC/InterActiveCorp.through December 1994. From October 1984 to April 1992, Mr. Diller served as Chairman of the Board and Chief Executive Officer of Fox, Inc., and was responsible for the creation of Fox Broadcasting Company, in addition to Fox’s motion picture operations. Prior to joining Fox, Inc., he served for ten years as Chairman of the Board of Directorsand Chief Executive Officer of Paramount Pictures Corporation. Before joining Paramount, Mr. Diller previously served as Vice PresidentChairman and Chief Executive Officer of Prime Time Television for ABC Entertainment.IAC/InterActiveCorp (and its predecessor companies) from August 1995 through December 1, 2010. Mr. Diller isalso previously served as the non-executive Chairman of the Board of Ticketmaster Entertainment, Inc. from August 2008 through January 2010 and as non-executive Chairman of the Board of Live Nation Entertainment from January 2010 through October 2010 and remained a member of the Board of Live Nation Entertainment through January 2011. He is currently a Director of The Coca-Cola Company, and of Conservation International.as well as The Newsweek/Daily Beast Company LLC, a private company. 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 non-profit organizations.

Melinda F. Gates

Mrs. Gates, age 44, is Co-Chair of the Bill & Melinda Gates Foundation. She was elected a Director of the Company in September 2004. Mrs. Gates held a number of different positions after joining Microsoft Corporation in 1987; she retired from her position as Microsoft’s General Manager of Information Products in 1996. Following her retirement, Mrs. Gates has directed her activities toward the non-profit world, having served as a member of the Board of Trustees of Duke University and as Co-ChairCouncilors of the Washington State Governor’s CommissionUniversity of Southern California’s School of Cinema-Television and a member of the Council on Early Learning.Foreign Relations. Mr. Diller’s experience and leadership roles in the media and Internet sectors, including his experience with the challenges and opportunities associated with the digital transformation of the media industry, are of particular relevance to the Company’s business strategy. Mr. Diller’s significant experience across a variety of media and in the design, execution and oversight of new-media initiatives, as well as the distribution and monetization of Internet traffic across multiple advertising models, brings a vital perspective to the Board’s deliberations about the Company’s outlook and plans. Based on his service as a Director of other public companies, Mr. Diller also has experience in governance matters affecting organizations of comparable size and scope as the Company.

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Thomas S. Gayner

Mr. Gayner, age 47, is Executive Vice50, has served as President and Chief Investment Officer of Markel Corporation, a publicly traded insurancefinancial holding company headquartered in Glen Allen, Virginia.Virginia since May 2010. Mr. Gayner was electedhas served as a Director of the Company insince January 2007 and is Chairman of the Audit Committee and a member of the Finance Committee of the Board and serves as Chairman of the Audit Committee. Since 1990, he has served as President of Markel Gayner Asset Management; he also served as a Director of Markel Corporation from 1998 to 2003. Previously, he had been a certified public accountant at PricewaterhouseCoopers LLP and a Vice President of Davenport & Company of Virginia. Mr. Gayner serves on the Board of Directors of Colfax Corporation, The Davis Funds and the Community Foundation of Richmond. Mr. Gayner brings to the Board the leadership, management oversight and financial skills gained in his role as a senior manager and Director of Markel Corporation. Through his educational background and experience as a senior officer of an asset management firm, Mr. Gayner has significant experience in public company financial reporting, accounting and financial control matters, as well as experience in the analysis of strategic investment opportunities.

Donald E. Graham

Mr. Graham, age 63,66, has beenserved as 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 Chairman of the Executive Committee and a member of the Finance Committee of the Board. By virtue of his ownership of 49.7%58.8% of the outstanding Class A stockStock of the Company and his right to control the vote as a Trusteetrustee of certain family trusts of an additional 26.4%26.3% of such stock, Mr. Graham effectively votes a total of 76.1%85.1% of the Class A shares. Mr. Graham has been a Director of Facebook, Inc. since December 2008, where he is Chairman of the Governance Committee and

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serves on the Compensation Committee. Mr. Graham is a Trustee of the Federal City Council, andthe College Success Foundation, the Philip L. Graham Fund.Fund and KIPP-DC. He serves as Chairman and as a Director of the DC College Access ProgramProgram. As a result of his substantial and long-standing shareholdings in the Company and his tenure in various executive roles at the Company, Mr. Graham provides a unique perspective to the Board about the strategic and operational opportunities and challenges, economic and industry trends, and competitive and financial positioning of the Company and its businesses, as well as the Company’s historic role in journalistic enterprise and the promotion of the core values of freedom of the press and journalistic integrity. Mr. Graham is an uncle of the Publisher of The Washington Post and Chief Executive of Washington Post Media, Katharine Weymouth, who also serves as a member of the Board.

Ronald L. Olson

Mr. Olson, age 70, has been a partner since 1970 in the law firm of Munger, Tolles & Olson LLP, which is one of several law firms that were retained by a subsidiary of the Company in 2011 and which may again be retained in 2012. He has served as a Director of the Company since September 2003 and currently serves on the Executive Committee. Mr. Olson is a Director of Berkshire Hathaway Inc., Edison International and City National Corporation and is a Trustee for Western Asset Funds. He is a Director and serves on the Audit Committee of the non-profit RAND Corporation and is a Director of a number of other non-profit organizations, including the California Institute of Technology and the Mayo Clinic. As a partner of a major law firm specializing in corporate and financial matters, Mr. Olson has significant experience in financial, transactional, litigation and compliance matters involving public companies in the United States, as well as public policy challenges facing companies with global operations. As a Director of other public companies and as an advisor to public company boards of directors, Mr. Olson also has experience in governance matters affecting organizations of comparable size and scope as the Company.

G. Richard Wagoner, Jr.

Mr. Wagoner, age 59, retired from General Motors Corporation (GM) in August 2009 after a 32-year career. He has served as a Director of the Company since June 2010 and is a member of the Audit Committee. 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. Other positions he held at GM include Executive Vice President and President of North American Operations, Executive Vice President, Chief Financial Officer and Head of Worldwide Purchasing, and President and Managing Director of General Motors do Brasil. On June 1, 2009, GM and its affiliates filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York, seeking relief under Chapter 11 of the U.S. Bankruptcy Code. Mr. Wagoner was not an Executive Officer or Director of GM at the time of that filing. Mr. Wagoner is a member of the Board of Directors of Aleris International, Inc., and the Global Advisory Board of AEA Investors. In addition, he advises a number of start-up and early stage ventures. Mr. Wagoner is Chair of the Board of Trustees of Duke University and a member of Duke’s Fuqua School of Business Advisory Board and the Detroit Country Day School Board. He is a member of The Business Council and the Mayor of Shanghai, China’s International Business Leaders Advisory Council. Through his leadership roles at GM and other activities, Mr. Wagoner has significant experience in general management, global business, marketing and advertising, finance, technology, procurement and management development, as well as with public company financial reporting obligations and corporate governance matters affecting organizations of comparable size and scope as the Company.

Katharine Weymouth

Ms. Weymouth, age 45, is Chief Executive Officer of Washington Post Media, a unit of the Company that includes The Washington Post, Express and El Tiempo Latino, and Publisher of The Washington Post. She was named to both positions in February 2008. Ms. Weymouth has served as a Director of the Company since September 2010. She joined the Company in 1996 as Assistant General Counsel of The Washington Post and has held various positions over the past sixteen years. Ms. Weymouth has held several positions within The Washington Post’s advertising department, including Director of the department’s jobs unit, Director of Advertising Sales and Vice President of Advertising. She also served as Associate Counsel of Washingtonpost.Newsweek Interactive, then the online publishing subsidiary of The Washington Post Company. She serves as a Director of The Summit Fund of Washington,Associated Press and

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NewsRight. Ms. Weymouth’s various roles within the College Success Foundation, KIPP-DCCompany give her extensive background in the media business in both operational and has agreed to serveoversight roles, and her current position gives her an important perspective on the boardCompany’s commitment to quality journalism and overall media strategy. Ms. Weymouth is a niece of Facebook.the Chairman of the Board and Chief Executive Officer of the Company, Mr. Graham.

NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

Christopher C. Davis

Mr. Davis, age 46, has served as Chairman of Davis Selected Advisers, Inc., an investment counseling firm since 1998. He has served as a Director of the Company since January 2006 and is a member of the Audit, Finance and Executive Committees of the Board. Mr. Davis became lead Director in May 2011. Mr. Davis is also a Director and officer of a number of mutual funds advised by Davis Selected Advisers, L.P., as well as other entities controlled by Davis Selected Advisers, L.P. Mr. Davis is a Director of the Hudson Highland Land Trust and a Trustee of the American Museum of Natural History and the Shelby Cullom Davis Charitable Fund. Mr. Davis brings financial and investment experience to the work of the Board, including particular experience in evaluating strategic opportunities, transactions and investments. Mr. Davis also has experience in public company financial reporting, accounting and compliance matters, as well as significant leadership and institutional organizational experience from his service on the boards of several nonprofit organizations.

Anne M. Mulcahy

Mrs. Mulcahy, age 56, has been59, served as Chairman of the Board of Xerox Corporation sincefrom 2002 until 2010 and served as Chief Executive Officer since 2001. Mrs. Mulcahy was elected a Director of the Company in January 2008.from 2001 through June 2009. From May 2000 through July 2001, she was President and Chief Operating Officer of Xerox. Mrs. Mulcahy has served as a Director of the Company since January 2008. She is Chairman of the Compensation Committee and also serves on the Executive Committee. Mrs. Mulcahy began her Xerox career as a field sales representative and assumed positions with increasing responsibility in sales and senior management. She was Vice President for Human Resources before becoming Chief Staff Officer and later Corporate Senior Vice President. In addition to serving onShe is a Director of Target Corporation, Johnson & Johnson and the Xeroxnon-profit organization Save the Children, where she serves as Board of Directors, she isChairman. Mrs. Mulcahy was a Director of Citigroup, Inc., Targetuntil May 2010. As a result of the various leadership roles in which she has served at Xerox Corporation, Mrs. Mulcahy has experience in the core management skills relevant to a global branded organization, including matters relating to strategic oversight and execution. Her experience in compensation, benefits, human resource strategy and management development provides an important perspective to the non-profit Catalyst, Inc.Board’s deliberations about those matters, particularly given the significant size of the Company’s workforce. As a Director of other public companies, Mrs. Mulcahy also has experience in governance matters affecting organizations of comparable size and scope as the Company.

NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

Christopher C. DavisLarry D. Thompson

Mr. Davis,Thompson, age 43, is Chairman66, retired in May 2011 as Senior Vice President of Davis Selected Advisers,Government Affairs, General Counsel and Secretary of PepsiCo, Inc., an investment counseling firm.a position he assumed in October 2004. He becamecurrently serves as John A. Sibley Professor of Corporate and Business Law at the University of Georgia School of Law. Mr. Thompson has served as a Director of the Company in January 2006since June 2011 and is a member ofserves on the Audit and Finance Committees of the Board.Compensation Committee. Mr. Davis isThompson also a director and officer of a number of mutual funds advised by Davis Selected Advisers, L.P.,serves as well as other entities controlled by Davis Selected Advisers, L.P. Mr. Davis is Chairman of the Board of the Hudson Highland Land Trust and a Trustee of The Brookings Institution. His government career included serving in the American MuseumU.S. Department of Natural HistoryJustice as Deputy Attorney General and leading the Shelby Cullom Davis Charitable Fund.

John L. Dotson Jr.

Department’s National Security Coordination Council. In 2002, President George W. Bush named Mr. Dotson, age 72, is Publisher EmeritusThompson to head the Corporate Fraud Task Force. Mr. Thompson had also been a partner in the Atlanta law firm of King & Spalding, where he practiced in the antitrust and litigation departments. He served as the U.S. Attorney for the Northern District of Georgia and was later appointed Independent Counsel for the Department of Housing and Urban Development Investigation by the Special Panel of the Beacon Journal (Akron, Ohio) where, prior to his retirement in 2001, he had been President and Publisher. He becameU.S. Circuit Court Judges appointed by the U.S. Supreme Court. Mr. Thompson serves as a Director of the Southern Company, in July 2001Cbeyond, Inc., and various Franklin, Templeton and Mutual Series Funds. Additionally, he serves on the Board of Directors of the National Center for State Courts and on the Board of Trustees of The Arch Foundation for the University of Georgia. He is an elected Fellow of the American Board of Criminal Lawyers. Mr. Thompson is a member of the Compensation and Audit Committees of the Board. Mr. Dotson is a Co-Founder of the Maynard Institute for Journalism Education.

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Ronald L. Olson

Mr. Olson, age 67, has been since 1970 a partnerrecipient of the Edmund Jennings Randolph Award for outstanding contributions to the accomplishment of the Department of Justice’s mission, the Outstanding Litigator Award by the Federal Bar Association and the A. T. Walden Award for outstanding accomplishments to the legal profession by the Gate City Bar Association in Atlanta. Through his previous roles in the law firmU.S. Department of Munger, Tolles & Olson LLP, which is one of several law firms retained byJustice and at PepsiCo, Mr. Thompson brings to the Board extensive legal experience in both a subsidiary of the Company in 2008governmental and which may again be retained in 2009. He becamecorporate setting. As a Director of the Company in September 2003other public companies, he also has significant experience with corporate governance matters and is Chairman of the Compensation Committee. Mr. Olson is a Director of Berkshire Hathaway Inc., Edison International, City National Corporation, and is a Trustee for Western Asset Funds. He is a Director and serves on the Audit Committee of the RAND Corporation and is a Director of a number of other non-profit organizations.reporting obligations.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

Board Committees

The standing committees of the Board include anthe Audit Committee, a Compensation Committee, a Finance Committee and an Executive Committee.

Given the ownership structure of the Company and its status as a “controlled company” (see page 10),14,) the Board does not have a Nominating Committee.nominating committee. Decisions on nominees to the Board are made through consultation between the Chairman of the Board and the other members of the Board. The Company has not utilized the services of any third party to assist in identifying and evaluating nominees.

Audit Committee

The functions of the Audit Committee include overseeing (i) management’s conduct of the Company’s financial reporting process (including the development and maintenance of systems of internal accounting and financial controls); (ii) the integrity of the Company’s financial statements; (iii) the Company’s compliance with legal and regulatory requirements; (iv) the qualifications and independence of the Company’s outside auditor; (v) the performance of the Company’s internal audit function; (vi) the outside auditor’s annual audit of the Company’s financial statementsstatements; and (vii) the preparation of any reportcertain reports required by the rules and regulations of the Securities and Exchange Commission. A current copy of the Audit Committee’s Charter is available on the Company’s website, www.washpostco.com; a copy of such Charter will be furnished without charge to any shareholder upon written request addressed to the Treasurer of the Company at 1150 15th Street, NW, Washington, DC 20071.

Christopher C. Davis, John L. Dotson Jr. and, Thomas S. Gayner (Chairman) serveand G. Richard Wagoner, Jr. served on the Audit Committee.Committee in 2011. The Board of Directors has determined that all members of the Audit Committee are non-employee, “financially literate,” “independent” Directors within the meaning of the New York Stock Exchange listing standards. None of the members of the Audit Committee has accepted, other than in his capacity as a Committee or Board member, any consulting, advisory or other compensatory fee from the Company or its affiliates, and none of the members of the Audit Committee has a material relationship with the Company.

The Board has determined that Thomas S. Gayner has the requisite background and experience to be (and is) designated an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K.S-K due to his extensive experience, as discussed under “Proposal 1: Election of Directors”. In addition, the Board has determined that all of the members of the Audit Committee are well-grounded in financial matters and are familiar with generally accepted accounting principles. All of the members of the Audit Committee have a general understanding of internal controls and procedures for financial reporting, as well as an understanding of audit committee functions. To the extent that matters come before the Audit Committee that involve accounting issues, the members of the Audit Committee consult with and rely on management, in addition to external experts, for their expertise.such as the Company’s independent registered public accountants, PricewaterhouseCoopers LLP. In addition, the Audit Committee has authority to obtain advice from internal or external legal or other advisors.

The Audit Committee held seven meetings in 2008.2011.

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Compensation Committee

The functions of the Compensation Committee include (i) reviewing the compensation of the Company’s Chief Executive Officer; (ii) consulting with the Chief Executive Officer with respect to the compensation of the Company’s other executives (including, specifically, approving all salaries of $250,000$300,000 or more per year for employees of Kaplan, Inc., and those of $200,000 or more per year for employees of all of the other business units, including corporate;year; all incentive compensation awards and all other bonuses, other than sales bonuses, of $40,000$75,000 or more $75,000 in the casefor employees of Kaplan employees;all business units, including Corporate; and awards of restricted stock and stock options); (iii) overseeing the administration and determination of awards under the Company’s compensation plans; and (iv) preparing any report on executive compensation required by the rules and

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regulations of the Securities and Exchange Commission. A current copy of the Compensation Committee’s Charter is available on the Company’s website, www.washpostco.com; a copy of such Charter will be furnished without charge to any shareholder upon written request addressed to the Treasurer of the Company at 1150 15th Street, NW, Washington, DC 20071.

Lee C. Bollinger, Barry Diller, John L. Dotson Jr., and Ronald L. OlsonAnne M. Mulcahy (Chairman) serveserved on the Compensation Committee.Committee in 2011. In January 2012, Mr. Dotson retired from the Committee and Mr. Thompson was elected to serve as a member. All members of the Compensation Committee are non-employee, “independent” Directors within the meaning of the listing requirements of the New York Stock Exchange.

The Compensation Committee held six meetings in 2008.2011.

Finance Committee

The functions of the Finance Committee include (i) reviewing with management the capital needs of the Company and (ii) considering and making recommendations to the Board related to dividend policy, major acquisitions and dispositionsdisposition of businesses, incurrence of indebtedness, selection of managers of defined benefit plan assets, stock repurchase programs and certain other financial matters.

Warren E. Buffett (Chairman), Christopher C. Davis (Chairman), Barry Diller, Thomas S. Gayner and Donald E. Graham serveserved on the Finance Committee. Messrs. Davis and Gayner were appointedCommittee in 2011. Katharine Weymouth was elected to the Committee in January 2009.February 2012.

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The Finance Committee held one meeting in 2008.2011.

Executive Committee

The Executive Committee has and may exercise all of the powers of the Board that may be delegated by law in the management of the business and affairs of the Company and exercises the authority of the Board between meetings.

Warren E. Buffett andChristopher C. Davis, Barry Diller, Donald E. Graham (Chairman), Anne M. Mulcahy and Ronald L. Olson serve on the Executive Committee.

The Executive Committee held fivetwo meetings in 2008.2011.

Meeting Attendance

The Board held a total of sixfive meetings in 2008.2011. Each Director attended at least 75% of the meetings of the Board and the committees of the Board on which the Director served.

The Board does not have a policy of requiring Directors to attend annual meetings of shareholders and leaves it entirely at the discretion of each Director as to whether he or she will attend the Meeting. Fourmeeting. In addition to the Chairman, two Directors attended the 20082011 Annual Meeting of Shareholders.

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Director Compensation

Annual Payments. During 2008,2011, non-employee Directors received the following:

Each non-employee Chairman of a Board committee receivesreceived an additional $5,000.$10,000. Members of the Audit Committee also receivereceived an additional $10,000$12,000 annually for their service on that committee. Employee Directors receivereceived no additional compensation for serving on the Board.

The total 20082011 compensation of non-employee Directors is shown on the following table:

DIRECTOR COMPENSATION

* Board term ended May 8, 2008.

The Company has in place a voluntary Deferred Compensation Plan for Directors of the Company. The Plan provides an opportunity for participants to elect to defer the receipt of either 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 funds.funds (based on the funds available under the Company’s 401(k) plan). None of the deferred amounts was credited with above-market interest. Deferred amounts will be payable at retirementupon separation of service or such other future date as specified by the participant at the time of election. The Company does not provide stock awards, option awards or other non-equity compensation to Directors.

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“Controlled Company”

The descendants of Katharine Graham (including the Company’s Chief Executive Officer and Chairman of the Board) and trusts for the benefit of those descendants own the majority of the shares of Class A Common Stock and have the right to vote for 70% of the Board of Directors; thus the Company is a “controlled company” for purposes of Section 303A.00 of the New York Stock Exchange Listed Company Manual. As a “controlled company,” the Company is exempt from certain governance requirements, including the requirement that it have a nominating/corporate governance committee, and the Company does not deem it necessary to have such a committee. The Company does not have a procedure by which shareholders may recommend nominees to the Board.Board, given its ownership structure. Notwithstanding the fact that as a “controlled company” the Company is not required to have a boardBoard of directorsDirectors comprised of a majority of “independent” directors, the Board has determined that current members Lee C. Bollinger, Warren E. Buffett, Christopher C. Davis, Barry Diller, John L. Dotson Jr., Melinda F. Gates, Thomas S. Gayner, Anne M. Mulcahy, and Ronald L. Olson, Larry D. Thompson and G. Richard Wagoner, Jr. (who together constitute a majority of the Board) are “independent” within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual.

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Meetings of the Non-Management Directors

The listing requirements of the New York Stock Exchange call for the non-management Directors of the Company to meet regularly in executive session without management. The Board has appointed Warren E. BuffettChristopher C. Davis as lead Director and has authorized him to preside at the executive sessions. The non-management Directors met in executive session in September 2008November 2011 and expect to meet in executive session in 20092012 as appropriate.

Compensation Committee Interlocks and Insider Participation

Lee C. Bollinger, Barry Diller, John L. Dotson Jr., and Ronald L. OlsonAnne M. Mulcahy served as members of the Compensation Committee in 2008.2011. Mr. Dotson retired from the Committee in January 2012 and Larry D. Thompson was elected to it. No member of the Compensation Committee has ever been an employee of the Company. Ronald L. Olson, former Chairman of the Compensation Committee, is a partner in the law firm of Munger, Tolles & Olson LLP (“Munger, Tolles”). Munger, Tolles provides legal services to Kaplan, Inc. (“Kaplan”)., a subsidiary of the Company. In 2008,2011, Kaplan paid approximately $136,000$63,912 to Munger, Tolles in legal fees and associated costs.

Board Leadership Structure and Role in Risk Oversight

Donald E. Graham serves as Chairman of the Board of the Company as well as Chief Executive Officer of the Company. The Board of Directors believes that Mr. Graham’s service as both Chairman of the Board and Chief Executive Officer is in the best interests of the Company. This structure is appropriate, given the significant shareholdings in the Company of Mr. Graham and the Graham family, and also serves other purposes. Mr. Graham possesses in-depth strategic and operational knowledge of the opportunities and challenges facing the Company and is best positioned to develop agendas that focus on matters that merit Board attention. At his request, Mr. Graham has not received a raise in his annual salary nor received an annual bonus in 21 years in his current non-Board roles. Because his shareholdings represent his main financial interest in the Company, the Board believes that Mr. Graham’s interests are well aligned with those of shareholders and that his dual role promotes decisive leadership, accountability and clarity in the overall direction of the Company’s business strategy. The Board also believes that this approach facilitates clear and consistent communication of the Company’s strategy to all stakeholders.

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While as a “controlled company” the Company is not legally required to have a majority of independent Directors, the majority of the Board is in fact comprised of independent Directors who act as an effective counterbalance to Mr. Graham in his dual role. The Board also appoints a lead independent Director. Christopher C. Davis serves in this capacity. The lead independent Director typically chairs executive sessions of Board meetings and consults with Mr. Graham and senior management regarding issues to be included in Board meeting agendas. The lead independent Director is also expected to collaborate with Mr. Graham in reviewing key operational and other matters and to act as a liaison between Mr. Graham, Ms. Weymouth and the independent Directors.

The Board as a whole actively considers strategic decisions proposed by management, including matters affecting the business strategy and competitive and financial positions of the Company, and monitors the Company’s risk profile. Board meetings are focused on strategic matters affecting major areas of the Company’s business, including operational, execution and competitive risks and risk management initiatives. The Board fulfills certain risk oversight functions through its standing committees. For example, the Finance Committee reviews and makes recommendations to the Board related to major acquisitions or dispositions, including with respect to attendant risks, and the Compensation Committee addresses the risk profile of the Company’s compensation program and arrangements. The Audit Committee also plays a key role in risk oversight, particularly with respect to financial reporting, accounting and compliance matters.

Risk oversight activities are supported by internal reporting structures that aim to surface directly to the Board key matters that can affect the Company’s risk exposures. For example, the head of the Company’s internal audit function reports directly to the Audit Committee. The Company has also established a management-level compliance committee that reports periodically to the Audit Committee about regulatory risks affecting the Company’s education businesses, as well as a Disclosure Controls Committee, chaired by the General Counsel, that reports periodically on certain matters relating to the Company’s public disclosures directly to the Audit Committee.

Communicating withWith Directors

Interested parties, including shareholders, may communicate concerns to the lead Director or to the other Directors of the Company through Global Compliance Services, the Company’s third-party-managed hotline, via telephone at 1-866-687-8972 or online at https://www.compliance-helpline.com/WashPostCo.jsp.

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STOCK HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information in the following two tables relates to each person who, on February 1, 2009,2012, 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.Stock and to the stock holdings of Directors and officers. 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 that is convertible into such stock. A substantial number of shares of the Company’s Class A and Class B Stock are held in trusts or subject to other agreements that 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 of 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.

Principal Holders of Stock

(Footnotes continued on following page.)

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Mr. Graham also has voting and investment power with respect to shares of Class B Stock as follows: sole voting and investment power, 3,600 (<1%) shares; shared voting and investment power 46,300 (<1%) shares; and 1,169,637 (95.1%) shares issuable upon conversion of shares of Class A Stock deemed to be beneficially owned by Mr. Graham.

The holdings of Class B Stock recorded for Mr. Graham also include shares of Class B Stock owned by subsidiaries of Berkshire Hathaway Inc. (“Berkshire”), which have the sole investment power of the shares; sole voting power is held by Mr. Donald Graham under an agreement dated February 25, 1977, and amended and extended on September 13, 1985, May 15, 1996, and July 6, 2006, which has a termination date (which may be extended) of February 24, 2017.

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The table below, which is based on information furnished to the Company by its Directors and officers, shows as of February 1, 2009,2012, for each person nominated for election as a Director, each named executive officer 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*

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors, executive officers and persons who own more than 10% 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 Stock.

During the fiscal year ended December 28, 2008,31, 2011, the Company reports twois not aware of any deficiencies in meeting its Section 16(a) reporting requirements. Boisfeuillet Jones, Jr., was elected Vice Chairman of the Company on February 26, 2008, and the Form 3 to report such event was not filed with the Securities and Exchange Commission until April 10, 2008. Wallace R. Cooney was elected Vice President and Chief Accounting Officer of the Company on June 11, 2008, and the Form 3 to report such event was not filed with the Securities and Exchange Commission until August 22, 2008. 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, all other applicable Section 16(a) filing obligations were met.reporting.

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PROPOSAL 2: APPROVAL OF CERTAIN AMENDMENTS TO

THE COMPANY’S 2012 INCENTIVE COMPENSATION PLAN

The Company maintains TheCompany’s Board of Directors adopted, subject to shareholder approval, the Washington Post Company 2012 Incentive Compensation Plan as amended and restated, and approved by shareholders of the Company(the “2012 Plan”) on May 11, 2006 (the “Plan”).February 23, 2012. The purpose of the 2012 Plan is to provide greater incentives to those employees who have been or will be responsible forpromote the Company’s future growth, profitability and continued success, and to strengthen the abilityinterests of the Company and its shareholders by providing employees and Directors of the Company with incentives and rewards to encourage them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.

The following is a summary of the material features of the 2012 Plan, which is qualified in its entirety by reference to the provisions of the 2012 Plan, attached hereto asAppendix A.

Eligibility

Employees and Directors of the Company or its subsidiaries who are selected by the Compensation Committee of our Board of Directors (the “Committee”) from time to attract, motivate and retain such employees.time are eligible to receive awards under the 2012 Plan. There are at present approximately 227253 employees and approximately eight non-employee Directors who are participantsmay be eligible to receive awards under the 2012 Plan.

Administration

The Committee will administer the 2012 Plan and receive annual bonus awards, hold restricted stock grants and/may delegate to a subcommittee of one or hold grantsmore members of performance units (a number of whom, in the case of restricted stock and performance units grants, have received more than one grant). Awards are granted at the discretion of the Compensation Committee of theour Board of Directors consisting of not less than three members of the Board, each of whom must be a “disinterested” person within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended. Members of the Compensation Committee are appointed by the Board of Directorsor employees of the Company serve at the pleasure of the Boardability to grant awards, subject to applicable restrictions and are ineligiblelimitations. The applicable committee will designate from time to time those employees and Directors who will receive awards under the 2012 Plan, determine the amount, type and other terms and conditions of such incentive awards and, subject to the terms and limitations set forth in the 2012 Plan, establish the terms, conditions and other provisions of any kind.awards granted under the 2012 Plan. The Committee shallwill have complete authority to establish rules and regulations for the administration of the 2012 Plan.

Shares Authorized

The maximum number of shares of common stock that may be covered by awards granted under the 2012 Plan will not exceed 500,000 shares of common stock in the aggregate. For this purpose, as described more fully in the next paragraph, only shares actually issued and vested pursuant to the 2012 Plan, net of any shares that are received by the Company in connection with awards granted under the 2012 Plan, will count for this purpose. This share limit will be subject to adjustments as provided under the 2012 Plan. The current membersShares of common stock issued under the 2012 Plan may be either authorized and unissued shares, or treasury shares, or both, at the sole discretion of the Committee.

Shares of common stock covered by awards under the 2012 Plan will only be counted as used to the extent they are actually issued and delivered to a participant (or such participant’s permitted transferees as described in the 2012 Plan) pursuant to the 2012 Plan. Accordingly, if an award is settled for cash or if shares of common stock are withheld to pay the exercise price of an option or to satisfy any tax withholding requirement in connection with an award, only the shares issued (if any), net of the shares withheld, will be deemed delivered for purposes of determining the number of shares of common stock that are available for delivery under the 2012 Plan. In addition, if shares of common stock are issued subject to conditions which may result in the forfeiture, cancellation or return of such shares to the Company, any portion of the shares forfeited, cancelled or returned shall be treated as not issued pursuant to the 2012 Plan. In addition, if shares of common stock owned by a participant (or such participant’s permitted transferees as described in the 2012 Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an award, the number of shares tendered shall be added to the number of shares of common stock that are available for delivery under the 2012 Plan. Shares of common stock covered by awards granted pursuant to the 2012 Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger shall not count as used under the 2012 Plan for these purposes.

Effect on Existing Plans

Subject to approval of the 2012 Plan, no new awards under The Washington Post Company Incentive Compensation Committee are Lee C. Bollinger, Barry Diller, John L. Dotson Jr.Plan, as amended and Ronald L. Olson.restated January 19, 2012 or The Washington Post Company Stock Option Plan, as amended and restated effective May 31, 2003 (“Existing Plans”) will be made. However, the Existing Plans shall continue in full force and effect for purposes of administering any outstanding awards under the Existing Plans made prior to the effectiveness of the 2012 Plan.

Under

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Award Types

The 2012 Plan allows for grants of the following types of incentive awards: (1) stock options, (2) other stock-based awards, including in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, or (3) cash awards. Subject to the terms and limitations set forth in the 2012 Plan, awards may be settled in cash or in stock, and may be designed to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”),.

Awards of Options

The 2012 Plan permits grants of stock options.

Repricing Prohibited

Consistent with the applicable rules of the New York Stock Exchange Listed Company Manual, the repricing of any stock option by the Company must satisfywithout stockholder approval is prohibited.

Exercise Price

The exercise price per share of common stock covered by any option shall be not less than 100% of the fair market value, as defined in the 2012 Plan, of a share of common stock on the date on which such option is granted. For this purpose, fair market value is calculated as the average of the high and low sales prices on the date of grant or, if not so reported for such date, on the immediately preceding business day, as reported on the principal securities exchange on which shares of common stock are then listed or admitted to trade, or if not so reported, the fair market value shall be calculated as set forth in the Plan. The fair market value of a share of common stock as of February 23, 2012, was $385.41.

Terms Applicable to Options

An option granted to a participant under the 2012 Plan allows a participant to purchase up to a specified total number of shares of the Company’s Class B Common Stock, $1.00 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of the 2012 Plan, at a specified exercise price per share during specified time periods. Stock options will have a term no longer than ten years. Subject to the terms and limitations of the 2012 Plan, the Committee will determine the terms and conditions applicable to awards of stock options, including with regard to vesting and exercisability, which may be based on, among other things, continued employment with the Company, the passage of time, or the level of achievement of certain conditions in order to retain itsperformance goals as the Committee deems appropriate.

Federal Income Tax Consequences of Options

The following is a general description of the U.S. federal income tax consequences to participants relating to options awards that may be granted under the 2012 Plan based upon current tax laws. This summary applies only to U.S. citizens and/or residents and does not describe state, local, or foreign tax consequences. This summary is not intended to be exhaustive and does not purport to cover all tax consequences relating to all awards types under the 2012 Plan.

Non-qualified Stock Options

Stock options under the 2012 Plan do not qualify as incentive stock options (“non-qualified stock options”) and do not qualify for any special tax benefits to the optionee. An optionee will not recognize any taxable income at the time he or she is granted a non-qualified stock option. Upon exercise of the stock option, the optionee will generally recognize compensation income for federal tax purposes measured by the excess, if any, of the then fair market value of the shares at the time of exercise over the exercise price. The Company is generally entitled to a tax deduction in an amount equal to the ordinary income recognized by the participant in connection with such exercise. The employee’s basis in the option stock will be increased by the amount of the compensation income recognized. Upon the sale of the shares issued upon exercise of a non-qualified stock option, any further gain or loss recognized will be treated as capital gain or loss and will be treated as short-term capital gain or loss if the shares have been held for less than one year.

Terms Applicable to Other Stock-Based Awards

Subject to the terms and limitations of the 2012 Plan, the Committee will determine the terms and conditions applicable to awards of other stock-based awards, including with regard to vesting and exercisability, which may be based on, among other things, continued employment with the Company, the passage of time, or the level of achievement of certain performance goals as the Committee deems appropriate.

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Eligibility under Section 162(m) and Business Criteria

Section 162(m) of the Code (“Section 162(m)”) limits the deductibility of executive compensation in excesspaid to each of $1 million per year to itsthe Company’s chief executive officer and the three otherhighest compensated officers not including(other than the chief financial officer, that are employed byofficer), as determined pursuant to the Company at the end of the year whoseexecutive compensation is required to be disclosed in its annual proxy statement unless such compensation qualifiesdisclosure rules, in any one year to $1,000,000. An exemption from this limitation applies to qualified “performance-based compensation” as performance-based compensation. The Plan provides for, among other things, annual incentive awards that are intended to qualify as “qualified performance-based compensation”defined in the regulations under Section 162(m) of the Code.

Accordingly, the Plan sets forth a cap on the maximum amount of annual incentive awards that may be paid to “covered employees” within the meaning of Section 162(m). In particular,order to meet the Plan currently provides that the aggregate value of the Annual Awards (including the payout value of any Special Annual Incentive Award) payable to any participant with respect to any fiscal year will not exceed in value the greater of (i) 200% of a participant’s base earnings in the fiscal year to which such awards apply; (ii) $10 million or (iii) in the case of a participant who is the president or chief executive officer of one of the Company’s business units (not including the President or Chief Executive Officer of the Company), 1% of such business unit’s revenue for the fiscal year with respect to which the award is to be paid. The Plan also provides that annual incentive compensation awards for any year will not exceed 10% of that year’s Incentive Profit, which is calculated as follows: (a) there is first calculated an amount equal to 12% of Stockholders’ Equity (as defined in the Plan), such amount being called the Basic Return on Equity; and (b) the Basic Return on Equity is then subtracted from the Company’s Consolidated Profit before Income Taxes (as defined in the Plan), the remainder being called Incentive Profit. For 2008, the maximum amount that could have been awarded under the Plan was $6.3 million; the amount actually awarded was $5.2 million.

For purposesrequirements of Section 162(m), not later than 90 days after the Boardcommencement of Directors has amendedeach performance period (or, if earlier, the Plan by replacing the limitations summarized in the immediately preceding paragraph, subject to shareholder approval, with a provision stating that the amount that can be paid to any executive officerexpiration of the Company (as determined at the beginning of the applicable year) for any year cannot exceed $10 million or, in the case of an executive who is the president or chief executive officer of one of the Company’s business units, the greater of $10 million or 1% of such business unit’s revenue for the fiscal year with respect to which the award is to be paid.

Separately, the Board of Directors has also included, in revised form, the portion of the existing limit on annual executive compensation related to the Company’s profits. This limit has been revised to take into account that senior executives of the Company and all its subsidiaries are expected to receive an annual bonus pursuant to the Plan if relevant performance goals are met. Previously, certain of those executives participated in other plans. As revised, the aggregate amount of regular annual bonuses payable under the Plan for a fiscal year to senior executives of the Company and its subsidiaries will not exceed 20% of Adjusted Operating Income for such year.

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The term “Adjusted Operating Income,” as used in the Plan, will mean an amount equal to the earnings of the Company before deduction for interest, taxes, depreciation and amortization and shall be exclusive of special credits and charges and extraordinary items, all as determined by the Committee in its absolute discretion.

The full text of the Plan as it is proposed to be amended is attached to this Proxy Statement as Exhibit A. The following brief summary of the Plan is qualified in its entirety by the full text of the Plan.

ANNUAL INCENTIVE BONUSES

The Plan provides for the payment of regular and special annual awards. Annual incentive awards that are intended to qualify as “qualified performance-based compensation” under Section 162(m) can be based on achievement25% of the performance goals related toperiod), the following: operating income, cash flow, shareholder return, earnings per share, return on assets, return on equity, operating and/or cash flow margins, cost control, measures of economic value added (EVA) and/or quantitative revenue, growth or profitability measurements.

LONG-TERM INCENTIVES

To balance the annual awards, which are intended to reward short-term financialCommittee will establish written, objective performance the Plan currently also provides incentives for improved financial performance over longer periods. The Plan authorizes the Compensation Committee to make awards in the form of Performance Units, Restricted Stock and Special Long-Term Incentive Awards.

Performance Units

The performance-based goals for Performance Units are to be based on operating income, cash flow, shareholder return, earnings per share, return on assets, return on equity, operating and/one or cash flow margins, cost control, measures of economic value added and/or quantitative revenue, growth or profitability measurements.

Restricted Stock

Initially, 425,000 shares of Class B Stock were reserved for Restricted Stock awards under the Plan. As of December 28, 2008, there remained 166,600 shares of Class B Stock reserved for issuance under the Plan. Of that number, 32,785 shares were subject to awards outstanding and 133,815 shares were available for future awards.

Special Long-Term Incentive Awards

more performance periods (which may overlap). The Committee also has the ability to grant Special Long-Term Incentive Awards, including special long-term bonuses, with the vesting dates for such awards being not less than one year or more than six years from the date of the award to which it relates. Not later than the beginning of the applicable vesting period of a Special Long-Term Incentive Award, the Committee establishes a method for determining the earned value of a Special Long-Term Incentive Award, which will be based on written goals relating tomust use any one or more of the following factors: operating income, cash flow, shareholder return,performance measures to establish objective performance goals upon which the payment or vesting of any award (other than options and stock appreciation rights) depends under the 2012 Plan: market price of the Company’s common stock, earnings per share of the Company’s common stock, net income or profit (before or after taxes), return on stockholder equity, cash flow, return on assets, return on equity, operating and/earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, earnings from continuing operations, sales or cash flow margins,revenues, capital or investment, market share, cost control, measuresreduction goals, budget comparisons, implementation or completion of economic value added (EVA) and/specified projects or quantitative revenue, growthprocesses, the formation of joint ventures, research or profitability measurements, which maydevelopment collaborations, or the completion of other transactions, any other measure of financial performance that can be in respectdetermined pursuant to U.S. generally accepted accounting principles, or any combination of any of the Company as a whole orforegoing. The measurement of any business unit thereof.

Limit on Amounts Payableperformance measure may exclude the impact of charges for Long Term Incentive Awards

The maximum numberrestructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of Class B shares that may be awarded to any individual for any performance period may not exceed 10,000 shares. The payment of an award of Performance Unitsaccounting changes, each as defined by generally accounting principles and Special Long-Term Incentive Awards shall not exceed $5 million each, and $10 millionas identified in the aggregate, except that a participant who is the president or chief executive officer of one of the Company’s business units (but notaudited financial statements, including the President or Chief Executive Officer of the Company) with respectnotes thereto.

Additionally, in order to any fiscal year would not exceed 1% of such business unit’s revenue for the fiscal year with respect to which the award is to be paid.

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AMENDMENT OF THE PLAN

The Plan may be amended by the Board of Directors of the Company. However, approval of stockholders in accordance with themeet requirements of Section 162(m), the law of2012 Plan limits awards to certain individual participants as follows: Subject to certain adjustment provisions under the State of Delaware must be obtained for any amendment that (A) increases either (i)2012 Plan, the maximum number of shares of Restricted Stockcommon stock that may be awardedcovered by awards granted under the Plan; (ii)2012 Plan to any “covered employee,” as that term is defined under the maximum number2012 Plan, in any calendar year shall not exceed 50,000 shares. The amount payable to any covered employee with respect to any calendar year for all cash incentive awards shall not exceed $25 million.

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The amount payable with respect to an incentive award that is intended to qualify as performance-based compensation shall be determined in a manner consistent with the requirements of sharesperformance-based compensation set forth by Section 162(m).

Duration and Amendment

The Board of Restricted StockDirectors may at any time suspend or Performance Unitsdiscontinue the 2012 Plan or revise or amend it in any respect whatsoever, subject to any requirement for shareholder approval imposed by any applicable law, tax requirement, or rule of a stock exchange. No such amendment to the 2012 Plan shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. No grants of awards may be awardedmade under the 2012 Plan after February 23, 2022.

New Plan Benefits

The benefits to a participant; (iii) the maximum payout value of a Performance Unit or a Special Long-Term Incentive Award; or (iv) the percentage ceiling on the aggregate amount of long-term bonuses which may be awarded or (B) changespaid under the Section 162(m) limit on2012 Plan are not currently determinable. Awards granted under the amount of annual incentive awards. On February 24, 2009,2012 Plan are within the Board of Directorsdiscretion of the Company amended the amendment provision of the Plan to provide, as described above, that the standard for any required shareholder approval will be the standard dictated by law.

Under Delaware General Corporation LawCommittee, and the Company’s certificate of incorporationCommittee has not determined future awards or who might receive them.

Vote Required and by-laws, theBoard Recommendation

The effectiveness of thethis proposal requires only the favorable vote of a majority of the holders of Class A Common Stock present or represented at the Meeting. Nevertheless, the Board of Directors of the Company has determined to condition the effectiveness of the proposal on the favorable vote of a majority of the holders of Class A Common Stock present or represented at the meeting and a majority of the holders of Class B Common Stock present or represented at the meeting,Meeting, voting as separate classes. Each Class A Stock Proxy and each Class B Stock Proxy executed and returned by a shareholder will be voted for Proposal 2, unless otherwise indicated on such Proxy. AbstentionsFor this purpose, abstentions have the effect of a negative vote. Under Delaware law, broker non-votes do not have an impactIn addition, for purposes of the listing requirements of the New York Stock Exchange, effectiveness of this proposal is conditioned on the outcometotal votes cast on the proposal exceeding 50% of the vote oncombined voting power of the holders of the Company’s Class A Common Stock and Class B Common Stock. For purposes of this proposal.requirement, abstentions will be considered to be votes cast.

Equity Compensation Plan Information

The following table and the note thereafter set forth certain information as of December 31, 2011, concerning the Existing Plans of the Company under which equity securities of the Company are authorized to be issued.

This table does not include information relating to restricted stock grants awarded under The Washington Post Company Incentive Compensation Plan, as amended and restated as of January 19, 2012, which plan has been approved by the stockholders of the Company. At December 31, 2011, there were 22,125 shares of restricted stock outstanding under the 2009–2012 Award Cycle and 31,090 shares of restricted stock outstanding under the 2011–2014 Award Cycle that had been awarded to employees of the Company and its subsidiaries under that Existing Plan. In addition, the Company has from time to time awarded special discretionary grants of restricted stock to employees of the Company and its subsidiaries. At December 31, 2011, there were a total of 24,104 shares of restricted stock outstanding under special discretionary grants approved by the Compensation Committee of the Board of Directors. At December 31, 2011, a total of 239,486 shares of restricted stock were available for future awards.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.

PROPOSAL 3: APPROVAL OF 2011 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS

18As required by Schedule 14A of the Securities Exchange Act and the corresponding SEC rules, the Company is seeking an advisory, non-binding shareholder vote with respect to compensation awarded to its named executive officers for

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2011 from its Class A Shareholders. On May 12, 2011, the majority of the Company’s Class A Shareholders voted in favor of an annual, non-binding shareholder advisory vote on executive compensation and, in consideration of the outcome of the frequency vote, the Board determined to hold such advisory vote each year. The Company’s executive compensation program and compensation paid to its named executive officers are described on pages 24-31 of this Proxy Statement. The Compensation Committee oversees the program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect the Company’s circumstances and to promote the main objective of the program: to motivate talented employees in order to increase value for shareholders by facilitating long-term growth of the Company. If you are a Class A Shareholder, you may vote for or against the following resolution, or you may abstain. The Compensation Committee will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation program. Following the Meeting, the next such non-binding advisory vote to approve the Company’s executive compensation is scheduled to occur at the 2013 Annual Meeting of Shareholders.

Resolved, that the compensation paid to the Company’s named executive officers for 2011, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, narrative discussion and related material included in this Proxy Statement, is hereby APPROVED.

THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE FOREGOING RESOLUTION.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation Committee (the “Committee”) of the Board of Directors has responsibility for establishing and continually monitoring adherence to the Company’s compensation philosophy –— a philosophy designed to attract, retain and motivate qualified and talented employees who are enthusiastic about the Company’s mission and culture. The Committee, which is chaired by Ronald L. OlsonAnne M. Mulcahy and includes Lee C. Bollinger, Barry Diller and John L. Dotson Jr.,Larry D. Thompson, seeks to establish total compensation packages that are attractive to employees and comparable to, but not dramatically different from, those offered by peer companies with comparable revenue in the education and media industries with comparable revenue.industries. Through regular meetings and discussions with management, the Committee ensures that the total compensation paid to all executives, including named executive officers of the Company, and all employees earning more than $200,000 ($250,000 in the case of Kaplan employees)$300,000 in salary, is fair, reasonable and based on performance goals established to increase value for shareholdersShareholders by facilitating the long-term growth of the Company. The Committee considers both short-term and long-term plans in determining compensation. Annual plans are used to motivate and reward management for hittingachieving specific yearly goals. Long-term plans, typically three or four years in duration, are designed to reward cumulative long-term growth.goals. All performance targets,criteria, however, evenincluding those in annual or relatively short-term plans, are designed to reward executives for making decisions that will enhance the long-term value of the Company. No targets are based on quarterly or partial-year results. Some of these plans reward with cash, and others reward with stock-based compensation. The Company has no specific formula for allocating between cash and non-cash compensation or between long-term and current compensation. Management and the Committee select the method of compensation thought most likely to lead to achievement of the particular goal; however, the Company has historically favored cash compensation over non-cash compensation. Management and the Committee believe that cash incentives provide more targeted awardsrewards for specific performance.

All named executive officers, except Donald E. Graham, Chairman of the Board and Chief Executive Officer, receive an annual salary and restricted stock awards every other year and participate in performance-based annual bonus plans and four-year cash-based Performance Unit Plans. Named executive officers and others occasionally receive restricted stock or stock option grants in off-cycle years as a reward for past performance and incentive for future performance. They also receive the benefits of the Supplemental Executive Retirement Plans.Plan (the “SERP”). Mr. Graham receives an annual salary and participates in the Performance Unit Plans and the defined benefit portion of the Supplemental Executive Retirement PlanSERP as described below.

Compensation Committee Charter

The Board has delegated to the Committee the responsibility of overseeing the administration of the Company’s compensation plans and the preparation of all reports and documents required by the rules and regulations of the Securities and Exchange Commission. To fulfillmeet this mission,responsibility, the Committee is required to meet at least once a year. The Committee annually reviews and approves the corporate goals and objectives upon which the compensation of the Chief Executive Officer and senior management, including the named executive officers, is based. The Committee evaluates the Chief Executive Officer’s performance in light of these goals and objectives. Furthermore, the Committee reviews and makes recommendations to the Board with respect to any incentive compensation plans, andincluding equity-based plans, for the Company to be adopted or submitted to shareholders for approval. The Committee reviews the Company’s succession plans, including (i) the Chairman and Chief Executive Officer’s recommendations as to a successor, should he be disabled or unable to perform his duties for an extended period of time and (ii), annually, (ii) the Company’s efforts at management development.

The Committee may request that any officer or employee of the Company, including its affiliates, or the Company’s outside counsel or an independent auditor, attend meetings of the Committee or meet with any members of, or consultants to, the Committee. The Committee has authority to retain or terminate any compensation consultant used to assist in the evaluation of director,Director, chief executive officer or senior management compensation and has sole authority to approve the consultant’s fees and other retention terms. The Committee

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did not retain any consultant for such purpose in 2008 and does not intend to do so in 2009.2011. The Committee also has authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

During 2008,2011, the Committee met six times. Mr. Graham, the Chief Executive Officer, and Ms. McDaniel, Senior Vice President and the secretary of the Committee (also a named executive officer), attended all Committee meetings. Andrew Rosen, Chairman and Chief Executive Officer of Kaplan, Inc., attended three meetings and Matthew Seelye, Chief Financial Officer of Kaplan, Inc., attended one meeting to answer detailed questions from the Compensation Committee regarding Kaplan compensation plans. Representatives of Goldman, Sachs & Co. joined anotherone session by telephone to assist the Committee in estimating the fair value of Kaplan. A copy of the Company’s Compensation Committee Charter is available under the ‘Shareholders’“Investor Relations” tab at www.washpostco.com.

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Role of Executive Officers in Compensation Decisions

The Committee makes all compensation decisions for the named executive officers of the Company, except those perquisites under $200,000 per named executive officer that may be approved by the CEO.Chief Executive Officer. The Committee also approves the compensation of all employees earning annual salaries of $200,000 ($250,000 in the case of Kaplan employees)$300,000 or more and bonuses of $40,000 ($75,000 in the case of Kaplan employees)$75,000 or more.

Except for awards involving themselves, Mr. Graham and Ms. McDaniel recommend to the Committee the size of each component of compensation, based on a discussion with the head of the division where the employee works, a review of his or her performance and a comparison of available compensation survey data for that job and geographic area. The Committee examines each of the suggested compensation actions and, in its sole discretion, modifies the awards when appropriate to better reflect the goals of the Company.

At his request, Mr. Graham has not received a raise in his annual salary in 1821 years, nor has he received an annual bonus. He stopped accepting grants of restricted stockRestricted Stock in the Company in 2004. All compensation for Ms. McDaniel is determined solely by the Chief Executive Officer and the Committee. The CEOChief Executive Officer and the Committee use the same performance-based criteria to set Ms. McDaniel’s compensation as they do for all other named executive officers and other senior staffers.staff. Ms. McDaniel is asked to leave the Committee meetings when her performance is discussed.

Setting Executive Compensation

To meet its objectives, the Committee asks the Chief Executive Officer and the secretary of the Committee to draft annual and long-term incentive-based cash and non-cash executive compensation plans. The Committee reviews and, in its sole discretion, modifies the formula and goals established for various awards under the plans before the plans take effect, which is typically no later than the end of the first quarter of the first year covered by the plan.

Through the programs described below, a significant portion of the Company’s executive compensation is linked directly to business unit and corporate performance and stock price appreciation. The 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 those requirements, which may result in compensation payments that are not deductible to the Company, if such programs are otherwise in the best interests of the Company.

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Elements of Compensation

The compensation package offered by the Company to its executive officers consists of the following components:

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Base Salary

The Company pays named executive officers base salaries to compensate them for services rendered during the fiscal year. Salaries for named executive officers are based on their responsibilities, their prior experience and their recent performance and are evaluated against market data provided by outside surveys. In 2008,2011, the Committee reviewed data from Towers Watson surveys of U.S. General Industry and Media executives and the Towers Perrin Survey of Compensation for Media Executives, which gathers data from media companies that provide print, magazine, broadcast and cable services similar to those provided by the Company.Equilar Top 25 Survey. The Company compares its management salaries to those of companies in similar industries and with comparable revenues in order to get a general understanding of the compensation structures maintained by similarly situated companies, but does not target its executives’ compensation at a certain level or percentage based upon other companies’ arrangements. Salaries are typically reviewed on a 12-month or longer cycle, except when there is a significant change in the executive’s responsibilities during a shorter period of time. Such adjustments are determined by evaluating (i) the scope of the new responsibilities, (ii) the competitive market value of that role, (iii) the performance of the individual and (iv) the performance of the Company. The average raise for the named executive officers in 2008 was 3.2% and reflected the achievement of financial and management goals desired by Mr. Graham and the Committee.

With respect to the base salary paid to Mr. Graham in 2008,2011, the Committee took into account a comparison of base salaries paid to chief executive officers of peer education and media companies, the Company’s results in 20082010 and Mr. Graham’s performance since 1979, when he became publisher of The Washington Post. The Committee noted that Mr. Graham’s base salary was, and has long been, significantly below the median of base salaries paid to chief executive officers of these peer companies, including other prominent media companies such as The New York Times Company and Gannett Co., Inc.; and publicly held education companies, including Apollo Group, Inc., DeVry, Inc., Strayer Education, Inc., and Corinthian Colleges, Inc. However, at Mr. Graham’s request, the Committee left his salary at $400,000. The Committee does not give significance to Mr. Graham’s below-market salary when reviewing and establishing salaries for other named executive officers.

Performance-Based Incentive Compensation

To supplement base salaries and to reward management (including named executive officers and other employees key to the long-term success of the Company) for meeting specific individual and financial goals, the Class A shareholdersShareholders of the Company adopted in December 1981 the Long-Term Incentive Compensation Plan, the predecessor plan to the Incentive Compensation Plan now in place.place (the “Plan”). In 2001, the Annual Compensation Plan, originally approved by the Class A Shareholders in February 1974, was combined with the Long-Term Incentive Compensation Plan to create the Incentive Compensation Plan (the “Plan”).Plan. The purpose of these plans was and is to provide greater incentives to those employees who have been or will be responsible for the Company’s future growth, profitability and continued success and to strengthen the ability of the Company to attract, motivate and retain such employees. There are at present approximately 227253 employees of the Company who are participants under the Plan and receive annual bonus awards, hold restricted stock or stock option grants and/or hold grants of Performance Units. In addition, approximately 40 employees of a subsidiary of the Company will be eligible to participate in the Plan in 2009.has a Stock Option Plan. Each named executive officer, except Mr. Graham (who only participates in the Performance Units portion of the Plan), participates in each of these programs. The elements of compensation relating to Newsweek are no longer applicable after the Company’s sale of Newsweek magazine in the third quarter of 2010.

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Annual Bonuses

The Plan calls for annual incentive compensation awards based on the Company’sCompany and its business units’ financial performance compared to goals set immediately prior to or at the beginning of the year in which the award is to be earned. The payout upon the achievement of such goals is equal to a percentage of base salary, which is also set at the beginning of the year. Those percentages are determined on an individual basis, taking into account the responsibilities, prior experience and recent performance of the relevant employee. The maximum2011 target percentage for each of the named executive officers iswas as follows: Mr. Morse, 70%; Mr. B. Jones, 50%; Mr. Rosberg, 100% (to reflect additional responsibilities relating to strategic planning at Kaplan)40%; Ms. McDaniel, 40%; and Ms. McDaniel, 60%Dillon, 40%. Mr. Graham has asked the Committee not to grant him an annual bonus award. Bonus awards are usually paid in the first quarter of the year following the year in which they were earned.

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In 2008,2011, the annual bonus formula for the named executive officers was based on an earnings per share target because the Committee believed that such a goal would align the interests of shareholders and the named executive officers in growing the value of the Company. Gerald M. Rosberg’s annual bonus was also tied to the performance of Kaplan. Management and the Committee believe that they have designed the targets to be challenging, but achievable. Over the past severalfive years, the Company has generally achieved its financial goals and paid out at target or above in the bonus portion of the plan, except for 2001,Plan in 2009 and 2010; in 2007, 2008 and 2008. In 2001, the targets were not met and no bonuses were paid based on this plan. In 2007,2011, the Company achieved 99.2%less than 100% of theits earnings per share goal, as adjusted to exclude certain unusual items, such as foreign exchange gains. For 2008, haditems. In 2011, the earnings per share been 85% or less than the target, the named executive officers, except Mr. Rosberg, would not have received any bonuses. At target, they could have received 100% of their bonus potential. The maximum payout possible was 175% of target for 135% achievement of the earnings per share goal. In 2008, the Company achieved approximately 86.7% of the earnings per share goal of $31.90, as adjusted to exclude certain unusual items based upon the provisions of the Plan, such as foreign exchange losses; the Compensation Committee also exercised its discretion to exclude certain gains and other unusual charges. In March 2009, the named executive officers, excluding Mr. Graham, were paid between 19% and 24% of their bonus targets.

Bonus awards under the Plan, which includes certain of the Company’s employees at all divisions, for any year may not exceed more than 10% of that year’s Incentive Profit, which is calculated as follows: First, an amount equal to 12% of Shareholder’s Equity (as defined by the Plan) is calculated, which is then subtracted from the Company’s Consolidated Profit Before Income Taxes (as defined by the Plan). The remainder is the Incentive Profit. The Compensation Committee exercised discretion in accordance with the terms of the Plan for 2008. The maximum amount that could have been awarded under the Plan was $6.3$124.2 million; the amount actually awarded was $5.2$13.3 million to 50115 executives throughout the Company, including the named executive officers.

In 2011, the Company achieved 91% of its earnings per share goal of $26.45, as adjusted to exclude certain items based upon the annual formula, and taking into account Compensation Committee discretion to exclude certain write-downs and charges. In setting that goal, the Compensation Committee established a formula for bonus purposes that included adjustments for certain items, to the extent that actual amounts varied from those in the 2011 annual budget, which was used as the basis for determining the per share goal of $26.45. Specifically, these adjustments included additions for unbudgeted acquisitions and divestitures and foreign exchange losses, offset by credits for unbudgeted net pension credits and a Kaplan stock compensation expense budget variance. In making its final bonus determinations for the named executive officers, the Compensation Committee also exercised its discretion to exclude certain unusual and unbudgeted items, in addition to the adjustments included in the formula, from its calculation of the earnings per share goal. Specifically, the adjustments included unbudgeted severance and restructuring charges at Kaplan, a portion of the goodwill impairment at the Company’s online lead generation business, and write-downs related to marketable equity securities and one of the Company’s affiliates. The Compensation Committee adjusted for these items as they do not relate to the regular operating results that are customarily considered by the Committee in determining bonus amounts. The exhibit to the Company’s Form 8-K filed on February 24, 2012 detailed these items, as does page 53 of the Company’s Annual Report on Form 10-K filed on February 29, 2012. These items collectively amounted to $9.28 in diluted earnings per share net additions, or 100% of the total adjustments made.

Taking into account these adjustments, the Company’s diluted earnings per share as adjusted for purposes of the bonus determination was $23.98, compared to reported diluted earnings per share of $14.70 and a diluted earnings per share goal of $26.45. As a result, the annual bonus payout was approximately 53% of target, based on the established annual formula.

Restricted Stock

No target stock ownership level exists for the named executive officers, but to align the interests of shareholdersShareholders and management and to ensure that the full potential of an executive’s compensation package cannot be realized unless stock appreciation occurs over a number of years, the Plan also provides for grants of restricted stock in the Company. To determine the number of shares to be granted, the Committee considers on an individual basis the likely value of shares already held, the level of contribution the employee has previously made and the potential of the employee to bring additional value to the Company. The shares are vested at the end of the restriction period, usually four years, and vesting does not accelerate under their terms, except at the discretion of the Committee.

Performance Units

To highlight specific long-term financial goals, the Plan provides for Performance Unit Plans. All named executive officers participate in these plans, in which performance-based goals are determined at the beginning of each four-year award cycle. The goals consider operating income, peer company performance, cash flow, earnings per share, measures of economic value added, print product circulation and/or quantitative revenue growth or profitability measurements of the Company as a whole or of individual business units. Management and the Committee believe that they have designed the performance-basedperformance-

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based goals to be challenging but achievable. In the 2003-20052003–2006 and 2007–2010 award cycle,cycles, the Company exceeded its goals and paid out above target. In the 2001-20042001–2004 and 2005-20082005–2008 award cycles, the targeted performance goals were not met, and the plan paid out below target. Each performance unit has a nominal value of $100. The maximum payout of performance units is $200 per unit, and the payment of a total award to any named executive officerindividual at the end of an award cycle may not exceed $5 million.

For each cycle under a Performance Unit Plan, the Committee establishes a valuation formula at the start of the cycle. At the end of the cycle, the unit value is calculated based on application of the formula, and payments are made to named executive officers in the year following the end of the cycle. The formula used to calculate the payouts is determined by (i) a weighted combination of factors that relate to individual business unit performance of

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the Company’s operating divisions. Thedivisions and (ii) the discretion of the Compensation Committee may exercise discretion to adjust the calculated payout value.Committee. A new four-year cycle commences every two years, with the result that there are always two overlapping cycles in progress.

Awards under the 2005-20082009–2012 cycle are based on a three-pronged formula. The formula consists of an average of the value of the performance units allocable to 2009-2010 performance of Washington Post Media (the “Post”), Newsweek, Cable ONE, Inc. (“Cable ONE”) and Post–Newsweek Stations, Inc. (“PNS”) (40%) plus an average of the 2007-2010 cyclesvalue of the performance units allocable to 2011–2012 performance of the Post, Cable ONE, and PNS (40%) plus an amount based on Kaplan’s achievement of operating income goals (20%). Awards under the 2011–2014 cycle are based on a two-pronged formula. The formula consists of an average of the value of the performance units allocable to performance of The Washingtonthe Post, newspaper (“The Post”), Newsweek, Inc. (“Newsweek”), Cable ONE, Inc. (“Cable ONE”) and Post–Newsweek Stations, Inc. (“PNS”)PNS (65%), plus an amount based on Kaplan’s achievement of a cumulative operating income goal excluding Kaplan stock compensationgoals (35%). TheseWashington Post Media is comprised of several of the Company’s publishing operations, including: The Washington Post;washingtonpost.com; Express, a free weekday tabloid newspaper; and El Tiempo Latino, a weekly Spanish-language newspaper. The Committee selected these targets were selected by the Committee because they reflected the key priorities for the Company on the grant date for the applicable time periods.

For the 2005-2008 cycle, the payout The value for the outstandingof Performance Units wasin the 2009–2012 and 2011–2014 cycles are determined to be $59 per unit. This value is based on application of the formula established at the beginningconclusion of the cycle by the Committee. The measures of performance taken into consideration vary by business unit and are described below. The payout values for The Post, Cable One, Newsweek and PNS are averaged, weighted equally and rounded to the nearest dollar to determine 65% of the per unit payout value. The remaining 35% of the per unit payout amount is based on Kaplan’s successful achievement of a cumulative operating income goal for the cycle. In the 2005-2008 cycle, Kaplan did not achieve the cumulative operating income goal, and no amount was added to the amount calculatedthose cycles based on the performance of the other four operating units.criteria described below.

The performance measures used in the formula at the Post under the 2009–2012 cycle are based on operating results and, under certain circumstances, the financial performance relative to measure performance at Theits peer group. If the Post are (i) an absolute dollarbreaks even or shows a profit in operating income in 2011 and 2012, the value of each Performance Unit will be $200 per unit. If the Post breaks even or shows a profit in operating income in either 2011 or 2012, the value of each Performance Unit will be $100 per unit. If the Post fails to break even but shows material improvement in operating income in 2010, 2011 and (ii) circulation, both as compared with a five-member peer group for the four-year period. If The Post’s dollar improvement exceeds that of all its peers, the maximum payout value of $170 per unit would be attained. If The Post is in second place relative to its peers, the value of a performance unit would be $120 per unit. If The Post performed better than average (i.e., better than two of the five peer newspapers2012 and roughly in the middle of its peer group) the value of a performance unit would be $60 per unit. If The Post’s circulation results are tied with or better than all other newspapers in the peer group, the maximum payout value of $30 per unit would be attained. If The Post is in second place relative to its peers, the value of a performance unit would be $20 per unit. If The Post performed better than average or roughly in the middle ofoutperforms its peer group in each of those years, the value of a performance unit wouldpayout will be $10$50 per unit. The payout value determined by each of the two measures is added together to determine the total value of each unit. The total value cannot exceed $200. In the 2005-2008 cycle, The Post achieved circulation results that resulted in a Performance Unit valuation of $20 per unit.

The performance measure used in the formula to measure Cable ONE’s performance forat the 2005-2008Post under the 2011–2014 cycle was free cash flowis cumulative operating income relative to a target amount.breakeven target. Valuation of performance units, based on this measure is as follows:

Cable ONE’s results were 107.3%

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In all cases, the performance measure of the target amount, which resulted in a Performance Unit value of $186 per unit.operating income excludes pension expense.

The performance measure used in the formula for NewsweekCable ONE for both the 2009–2012 and 2011–2014 cycles is achievement of adjustedcumulative free cash flow relative to a target amount. Free cash flow is defined as operating income, targets for each year during the 2005-2008 cycle. Newsweek did not achieve operating income results in the established range for an award amount in 2005 or 2008. Newsweek’s operating income results for 2006plus depreciation and 2007 were within the range set for aamortization, less capital expenditures. Valuation of performance unit payout amount in the middle and bottom of the range of possible payouts, respectively. The resulting performance unit valuation for Newsweek was $43 per unit.units, based on this measure, is as follows:

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The performance measure used for PNS is PNS’s cumulative cash flow margin ranking compared to the cash flow margins of selected peer companies at the end of the award cycle. Cash flow margin is computed based on operating income plus depreciation and amortization, as a percentage of revenue. As soon as practical after the award cycle, the Committee determines PNS’s cash flow margin rank among the cash flow margins of the peer companies and determines the payout value of each performance unit. The value of each performance unit is determined as set forth in the following table:

For the 2005-20082009–2012 and 2011–2014 award cycle,cycles, the PNS formula provides that payout value will be increased by $6.25$12.50 for each of the four years during the award cycle in which PNS’s actual cash flow margin ranks #1is not only number one among peer companies. The formula also provides that payout value will be increased by an additional $7.50 for each of the four years during the award cycle in which PNS’s actual cash flow margin ranks not only first,companies, but is 3%also 2% higher than the nearest competitor among the peer companies. PNS’s overall cash flow margin rank forThe formula also provides that the 2005-2008 cycle was second andpayout value will be reduced by 50% if PNS does not produce operating income in twoone of the four years PNS’s cash flow margin rank was first. The resulting performance unit valuationduring the award cycle. If PNS does not produce operating income for PNS was $113 per unit.two years in the cycle, there will be no payout under the plan.

The value of Performance Units awardedperformance measure used for Kaplan under the 2009–2012 cycle is operating income in the 2007-2010 cycle will be determined at the conclusion of that cycle.2011 and 2012, excluding Kaplan stock compensation expense. The performance measuresmeasure used infor Kaplan under the formula for this2011–2014 cycle areis its cumulative operating income during the same as those used in the 2005-2008 cycle. four-year period, excluding Kaplan stock compensation expense.

Because the performance measures that comprisecompose the valuation formula for performance units isare cumulative for the measures applicable to Kaplan, Thethe Post, Cable ONE and PNS, it is not possible to calculate with certainty any interim performance unit values mid-cycle. Newsweek’s operating income results for the first two years of the cycle would result in a payout in the low end of the targeted performance range for 2007 and no payout for 2008 if the results were calculated midway through the ongoing cycle, resulting in a payout value of approximately $15 per unit for the Newsweek component of the per-unit value. Because of the nature of the Performance Unit Plan, it is not possible to ascertain an interim performance unit value,mid-cycle, and no named executive officer is entitled to any payout until the Performance Units vest and the Committee approves the valuation at the conclusion of the cycle.

Mr. Graham holds 7,5009,750 units in the 2005-20082009–2012 cycle and 9,750 units in the 2007-20102011–2014 cycle. Mr. B. Jones holds 9,0005,500 units in the 2005-20082009–2012 cycle and 8,0006,000 units in the 2007-2010 cycle. Mr. Morse holds 5,000 units in the 2005-20082011–2014 cycle. Mr. Rosberg holds 3,5005,500 units in the 2005-20082009–2012 cycle and 6,5006,000 units in the 2007-20102011–2014 cycle. Ms. McDaniel holds 3,5005,500 units in the 2005-20082009–2012 cycle and 5,2006,000 units in the 2007-20102011–2014 cycle. Ms. Dillon holds 5,500 units in the 2009–2012 cycle and 6,000 units in the 2011–2014 cycle. Mr. Graham has requested that hehis payout be paid out no more than $400,000 for the open cycles of the Performance Unit plan.Plan.

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Stock Options

Although the Company grants stock options sparingly, the Company’s Stock Option Plan, which was reauthorized by shareholders as recently asin 2003 and is separate from the Plan, provides that shares of Class B Stock can be issued upon the exercise of stock options that have been granted to key employees of the Company. The Committee grants options only when a key employee has made a significant contribution to the Company and demonstrates the ability to contribute more. The options generally vest 25% per year over four years and are exercisable for ten years from the grant date. As of the end of the Company’s 20082011 fiscal year, Mr. B. Jones held options to acquire 2,000 shares of Class B Stock (1,000 granted in 2001 and 1,000 granted in 2002). Mr. Morse held options to acquire 2,000 shares of Class B Stock (1,000 granted in 1999 and 1,000 granted in 2004). Mr. Rosberg held options to acquire 5,000 shares of Class B Stock (2,000(1,000 granted in 1999; 2,0002002, 3,000 granted in 2000;2008 and 1,000 granted in 2010). Mr. Rosberg held options to acquire 1,000 shares of Class B Stock, granted in 2008. Ms. McDaniel held options to acquire 3,000 shares of Class B Stock (1,000 granted in 2003, 1,000 granted in 2004 and 1,000 granted in 2008). Ms. McDanielDillon held options to acquire 3,5001,000 shares of Class B Stock, (500 granted in 2001; 1,000 granted in 2003; 1,000 granted in 2004; and 1,000 granted in 2008).2008. Given Mr. Graham’s significant ownership in the Company, the Committee has not granted any stock options to Mr. Graham.

Perquisites

The Company provides few perquisites for the named executive officers. In 2008, Mr. Morse received financial and tax advice valued at $18,044.2011, Ms. McDaniel received financial and tax advice valued at $17,275.$19,229. Ms. Dillon received financial planning services and reimbursement for living expenses valued at $83,678.

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Retirement Benefits

Most employees in the Company, including named executive officers, are eligible to participate in the Company’s retirement benefit programs. Benefits under these basic plans are determined on the basis of base salary only, exclusive of all bonuses, deferred compensation and other forms of remuneration. The Company also maintains 401(k) savings plans in which most employees are eligible to participate.

Corporate employees hired on or after September 1, 2009, are entitled to participate in the “cash balance” retirement program. Corporate employees hired prior to September 1, 2009, including all named executive officers who are vested and who begin to take their pension benefit at age 65 or whose age and years of service when added together equal 90, receive an annual pension equal to 1.75% of their highest average 60-month compensation annualized up to the limits permitted by the Internal Revenue Code, minus covered compensation multiplied by the appropriate Social Security offset percentage, multiplied by the number of years of credited service under theThe TWPC Retirement Benefits Schedule with(which was limited up to 30 years until the plan was amended in 2011 to recognize credited service limited toin excess of 30 years.years). An annual cash pension supplement is also provided to assist in payment of retiree medical coverage equal to $200 multiplied by the number of years of credited service under theThe TWPC Retirement Benefits Schedule. An additional cash pension supplement of $3,000 per year is provided to participants who retire and commence benefit paymentspayment after age 55, but prior to age 65, and who had 10ten years of service at retirement. The Pre-agepre-age 65 supplement is discontinued when the retiree qualifies for Medicare (the month prior to the 65th birthday).

The Company matches dollar for dollar up to 3% on compensation permitted by the Internal Revenue Service (the “IRS”) for corporate employees hired on or after September 1, 2009, and who participate in the 401(k) plan. The Company matches $1.30 on the dollar up to 4% on compensation permitted by the Internal Revenue Service for all Corporatecorporate employees who were hired prior to September 1, 2009, and who participate in the 401(k) plan. A participant must complete an eligibility year of service to qualify for matching contributions.

Effective January 1, 1989, theThe Company adoptedalso maintains an unfunded Supplemental Executive Retirement Plan (the “SERP”),SERP, which wasis designed to retain and recruit key executives. Participants in the SERP, including the named executive officers, are selected by management as employees thatwhom management most wants to retain because of their superior performance, and are approved by the Committee.

To offset limitations placed on the income that can be considered in the formulas of retirement plans by the IRS, the SERP provides a “supplemental normal retirement benefit.” This benefit is calculated under the rules of the qualified benefit retirement plan, but without reference to the IRS-imposed income limitations, and includes in the calculation earnings from annual bonuses in the case of certain key executives (including the named executive officers). In any instance in which a retiring executive’s supplemented normal retirement benefit exceeds the benefit payable by the qualified benefit plan or plans ($195,000200,000 in 2009)2012), the Company will pay the excess to him or her as a supplemental retirement benefit.

The SERP also provides key executives, including the named executive officers, with tax-deferred accruals of amounts proportionate to the benefits available to non-highly compensated participants in the Company’s 401(k) savings plan, to the extent that benefits exceed those under the Company’s basic plans because of the tax law limitations ($49,00050,000 in 2009)2012). The executive is required to defer compensation to the SERP savings plan in order to receive the applicable matching company credit each year. In 2006, Mr. Graham has waived his right to maintain a separate unfunded savings plan account under the SERP.

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The Company also has a Deferred Compensation Plan for senior executives (including the named executive officers) comparable to similar plans at peer companies, including those in the same industries with comparable revenues. This 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 Plan. Elections to defer must be filed in the year prior to the year(s) such awards are earned. Deferred amounts earn investment credits in accordance with participant elections from a choice of investment indexes. Deferred amounts will be payable at retirementsix months after separation of service or such other future date as specified by the participant at the time of election. At the end of 2008, Mr. B. Jones had a balance of $2,549,741 in deferred compensation; Mr. Morse had a balance of $1,471,501; Mr. Rosberg had a balance of $2,213,890; and Ms. McDaniel had a balance of $43,112. Mr. Graham does not participate in the Deferred Compensation Plan.

The retirement plans are more fully described under “Pension Benefits,” beginning on page 31.36.

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Employment Agreements and Severance Packages

Consistent with its policy, the Company has not entered into any employment agreements with or guaranteed severance packages to any of the named executive officers.

Voluntary Retirement Incentive ProgramResults of Shareholder Advisory Votes on Executive Compensation

A voluntary retirement incentive program was offeredAt the 2011 Annual Meeting of Shareholders, the Company’s shareholders approved the overall 2010 compensation for its named executive officers, including the policies and practices related thereto, by a majority of the votes cast. The Company believes this vote reflected shareholder approval of its pay for performance philosophy and the absence of pay practices that shareholders consider problematic. Accordingly, the Compensation Committee generally continued to certain Corporate employees during 2008. Mr. Morse was eligibleapply the same principles in determining the amounts and chose to accepttypes of executive compensation for 2011 as outlined in its compensation philosophy and framework. In addition, at the package, which includedsame meeting, the Company’s shareholders approved by a one-time payment of $937,500 ($345,000 from the qualified plan and $592,500 from the SERP), based on his 20 years of service with the Company. Mr. Morse leftmajority a determination that the Company effective January 1, 2009.hold annual advisory votes on executive compensation. The Compensation Committee values the shareholder feedback provided through the vote, and will consider the results of the vote, as well as future votes, in refining the development of our compensation program and goal setting in the future.

COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Ronald L. Olson, Chairman

Lee C. Bollinger

Barry Diller

John L. Dotson Jr.

		Anne M. Mulcahy,
		Chairman
		Lee C. Bollinger
		Barry Diller
		Larry D. Thompson

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The following table shows the compensation paid by the Company during 2008the most recent three years to the principal executive officer, the principal financial officer and the three most highly compensated executive officers of the Company.

SUMMARY COMPENSATION TABLE

Pension benefitsBenefits were assumed to commence at the age when they are first unreduced, and were discounted to the date as of which they were determined.determined (either 12/31/2011 or 12/31/2010). Assumed benefit commencement ages are shown below, rounded to the nearest age:

Mr. Graham and Mr. Rosberg have both reached Normal Retirement Age (age 65). Mr. Jones, Ms. McDaniel, and Ms. Dillon have all met the eligibility requirements for Early Retirement (age 55, with 10 years of company service).

Benefits in 20082011 are attributable to The Retirement Plan for Washington Post Companies (“Retirement Plan”) and the Supplemental Executive Retirement Plan (“SERP”)corresponding benefit under the SERP as follows: Mr. Graham – ($2,275)$411,240 Retirement Plan and ($53,827)$207,923 the SERP; Mr. B. Jones – $99,671$148,280 Retirement Plan and $254,513 the SERP; Mr. Morse – $671,582 Retirement Plan and $1,573,307$818,887 the SERP; Mr. Rosberg – $63,905$157,513 Retirement Plan and $279,087$622,701 the SERP; and Ms. McDaniel – $84,783$249,104 Retirement Plan and $187,038$1,242,019 the SERP; Ms. Dillon – $79,168 Retirement Plan and $567,290 the SERP. The value of Mr. Graham’s pensionRetirement Plan for Washington Post Company benefits decreased from the prior year-endincreased both due to a combination of factors, including his previously attaining the maximum plan service and unreduced benefit age, and no increase in his pensionable pay.qualified pay limits between 12/31/2010 and 12/31/2011 and due to the 2011 Plan amendment that recognizes credited service in excess of 30 years. Mr. Graham’s total pension plan benefits increased as a result of the 2011 Plan amendment recognizing credited service in excess of 30 years.

The values of accumulated plan benefits were determined using a discount rate of 4.7% at 12/31/2011 and 5.6% at 12/31/2010.

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ALL OTHER COMPENSATION

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The following table provides information on awards made under the Company’s Incentive Compensation Plan to each of the named executive officers in 2008.2011. The types of awards granted in 20082011 include annual incentive, restricted stock awards, and stock option awards:performance units:

GRANTS OF PLAN-BASED AWARDS

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