THE WASHINGTON POST COMPANY

Notice of Annual Meeting of Shareholders — May 12, 20119, 2013

The 2013 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 12, 2011,9, 2013, 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 7, 2011,4, 2013, 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 in 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 23, 201127, 2013

Washington, DC

THE WASHINGTON POST COMPANY

1150 15th Street, NW, Washington, DC 20071

March 23, 201127, 2013

This Proxy Statement contains information relating to the 20112013 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 12, 2011,9, 2013, at 9:00 a.m., Eastern Daylight Saving Time, or any adjournments thereof, for the purposes set forth in the accompanying Notice of the 20112013 Annual Meeting of Shareholders. This Proxy Statement and the accompanying forms of Proxy and voting instructions are being delivered to shareholders on or about March 23, 2011.27, 2013. The Board of Directors of the Company is making this Proxy solicitation.

Important notice regarding the availability of Proxy materials for the Annual Meeting of Shareholders to be held on May 12, 2011.9, 2013. 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 teneleven Directors is to be elected, seven by the holders of Class A Stock voting separately as a class and threefour by the holders of Class B Stock voting separately as a class. All Directors will hold office until the next Annual Meeting or until their respective successors shall have been elected and shall have qualified or as otherwise provided in the bylaws of the Company.

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 the compensation paid to the Company’s named executive officers for 2010 and on how frequently the Class A Shareholders should vote on such compensation in the future.2012. In accordance with SEC rules of the U.S. Securities and Exchange Commission (the “SEC”), 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 Proxy 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 compensation of itspaid to the Company’s named executive officers and recommends that such shareholder advisory vote be considered by the Class A Shareholders on an annual basis.for 2012.

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 Class A Shareholder advisory vote on compensation paid in 2010 to the Company’s named executive officers and the Class A Shareholder advisory vote on how frequently Class A Shareholders should vote on such compensation in the future.for 2012. 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?

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A:    There are four ways to vote:

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.

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, and for approval of the compensation paid in 2010 to the Company’s named executive officers and for an annual Class A Shareholder advisory vote on compensation paid to the Company’s named executive officers.officers for 2012.

Q:   Who can vote?

A:    You can vote if you were a shareholder of record as of the close of business on March 7, 20114, 2013 (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 Proxy 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 2: Approval of 2010 Compensation Awarded to Named Executive Officers, and Proposal 3: Determine Frequency of Shareholder Advisory Vote Regarding2012 Compensation Awarded to Named Executive Officers. If you are a Class B Shareholder, you are entitled to vote on Proposal 1: Election of Directors, but you are not entitled to vote on Proposals 2 and 3.Directors.

Q:   Can I change my vote?

A:    Yes. You can change your vote or revoke your Proxy 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 threefour 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 Proxy 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.

While the proposal to approve the 20102012 compensation awarded to the Company’s named executive officers is non-binding and advisory in nature, it will be approved only on the favorable vote of a majority of the Class A Shareholders present or represented at the Meeting. The proposal to determine the frequency of such shareholder advisory votes in the future by Class A Shareholders is also an advisory and non-binding vote, and the Company will deem Class A Shareholders to have selected the frequency that receives the plurality of the

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votes cast by Class A Shareholders present or represented at the Meeting. The Compensation Committee will then consider the outcomes of these votes, along with other relevant factors, in evaluating the Company’s executive compensation program and in recommending a voting frequency to the Board of Directors.

Broker non-votes will have no impact on the voting results for any of the proposals presented at the Meeting, and abstentions will have no impact on the voting results for the proposal to determine the frequency of future Class A Shareholder advisory votes on compensation. Abstentions will have the effect of a vote against the proposal to approve the 20102012 compensation awarded to the Company’s named executive officers. 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 7, 2011,4, 2013, 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?

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 7, 2011,4, 2013, constitutes a quorum for voting at the Annual Meeting.Meeting, except that (i) for purposes of the election of seven Directors by the holders of Class A Common Stock (Proposal 1) and the advisory vote on whether to approve the compensation paid to the named executive officers of the Company in 2012 (Proposal 2), a quorum requires a majority of the outstanding shares of Class A Common Stock on March 4, 2013, and (ii) for purposes of the election of four Directors by the holders of Class B Common Stock (Proposal 1), a quorum requires a majority of the outstanding shares of Class B Common Stock on March 4, 2013. 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 7, 2011,4, 2013, there were 1,240,8831,219,383 shares of Class A Common Stock and 6,878,4386,204,349 shares of Class B Common Stock outstanding and entitled to vote.

Q:  Who is soliciting Proxies?

A:  Solicitation of Proxies 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 Proxy cards and Proxy 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 2014 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’sSEC’s proxy rules, must be in writing, received by November 20, 2011,27, 2013, and addressed to the Secretary of the Company at 1150 15th Street, NW, Washington, DC 20071.

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Holders of Class B Stock are entitled to vote 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 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 Proxy materials for the Annual 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 Statements and Annual 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 the intermediary for instructions on how to consent to electronic distribution.

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 encompassesencompass 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 thesesuch companies or institutions, as well as at The Washington Postthe Company. These skills and experiencesexperience 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 Directors.Director nominees.

NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS

Lee C. Bollinger

Mr. Bollinger, age 64, became66, 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 Trustee of the Kresge Foundation and was Chairman of the Board of the Federal Reserve Bank of New York and a Trustee of the Kresge Foundation.until December 2012. 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 press. He was electedhas 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 Educationhigher 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 former 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.

Barry Diller

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Barry Diller

Mr. Diller, age 69, is71, has served as Chairman and Senior Executive of IAC/InterActiveCorp, andan interactive commerce company, since December 2010; Chairman and Senior Executive of Expedia, Inc., an online travel company, since August 2005; and Chairman and Senior Executive of TripAdvisor, Inc., an online travel site, since December 2011. He was electedhas served as a Director of the Company insince 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 QVC, Inc. from December 1992 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 and Chief Executive Officer of Paramount Pictures Corporation. Mr. Diller previously served as Chairman and Chief Executive Officer of IAC/InterActiveCorp (and its predecessor companies) from August 1995 through December 1, 2010. Mr. Diller also 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 currentlyPresident and a Director of The Diller-von Furstenberg Family Foundation, and a Director of The Coca-Cola Company and Conservation International, as well as The Newsweek/Daily Beast Company LLC, a private company.LLC. He also is a member of the Board of Trustees of New York University, a member of the Board of Councilors of the University of Southern California’s School of Cinema-Television and a member of the Council on 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. AsBased 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.

Thomas S. GaynerDavid Goldberg

Mr. Gayner,Goldberg, age 49, is President and45, has served as Chief InvestmentExecutive Officer of Markel Corporation, a publicly traded insurance holdingSurveyMonkey, an online survey company, headquartered in Glen Allen, Virginia. Mr. Gaynersince April 2009. He was elected a Director of the Company in January 2007September 2012 and is Chairman of the Audit Committee and a member of the Finance Committee. Since 1990,Mr. Goldberg founded LAUNCH Media, Inc. in 1994, a company dedicated to delivering music and music-related content online, and he hasled the company through its acquisition by Yahoo! in 2001. Following the sale, Mr. Goldberg served as Vice President and General Manager of Markel Gayner Asset Management;Yahoo! Music until 2007. From 2007 until he joined SurveyMonkey in 2009, Mr. Goldberg served as aan Entrepreneur in Residence with Benchmark Capital, where he evaluated investment opportunities for the firm and advised portfolio companies. Earlier in his career, Mr. Goldberg was Director of Markel Corporation from 1998 to 2003. Previously, he had been a certified public accountantMarketing Strategy and New Business Development at PricewaterhouseCoopers LLP and a Vice President of Davenport & Company of Virginia. Mr. GaynerCapitol Records. He currently serves on the Boardboard of Directorsdirectors of Colfax Corporation, The Davis Fundsseveral private companies, including ancestry.com and Dashbox. Mr. Goldberg is also a trustee of the Community FoundationNew Schools Venture Fund, an Oakland, California non-profit helping to build high-quality education organizations. Mr. Goldberg’s significant experience and leadership roles in the media and Internet sectors, including his experience with the challenges and opportunities associated with the digital evolution of Richmond. Mr. Gayner bringsthe music industry, are of particular relevance to the BoardCompany’s business strategy. Mr. Goldberg’s experience in the leadership, management oversight and financial skills gained intechnology sector, his role as a senior manager and Director of Markel Corporation. Through his educational background and experience asfor a senior officer of an asset management firm, Mr. Gayner has significant experience in public company financial reporting, accounting and financial control matters,non-profit education organization, as well as experiencehis years spent in entrepreneurial roles, brings a vital perspective to the analysis of strategic investment opportunities.Board’s deliberations about the Company’s outlook and plans.

Donald E. Graham

Mr. Graham, age 65,67, 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 58.3%60.1% of the outstanding Class A

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Stock of the Company and his right to control the vote as a trustee of certain family trusts of an additional 27.0%26.5% of such stock, Mr. Graham effectively votes a total of 85.3%86.6% 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 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, the Summit Fund of Washington and KIPP-DC. He serves as Chairman of the Board and as a Director of the DC College Access Program and as a Director of The Summit Fund of Washington, the College Success Foundation, KIPP-DC and Facebook, where he is also a member of the Compensation Committee.Program. 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 thean uncle of Ms. Weymouth.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 69,71, has been a partner since 1970 a partner 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 20102012 and which may again be retained in 2011.2013. He becamehas served as a Director of the Company insince September 2003.2003 and serves on the Executive Committee. Mr. Olson is a Director of Berkshire Hathaway Inc., Edison International and City National Corporation, and is a Trustee forof 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.Clinic and ProPublica. 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 Boardsboards of Directors,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 58,60, retired from General Motors Corporation (GM)(“GM”) in August 2009 after a 32-year career. He becamehas served as a Director of the Company insince 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 chapterChapter 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 Vicea member of the Board of Directors of Aleris International, Inc. and Rivian Automotive. In addition, he is a member of the Global Advisory Board of AEA Investors and 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 the Board of Dean’s Advisors of the Harvard Business School, 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’sShanghai, 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 44,46, is Chief Executive Officer of Washington Post Media, a unit of The Washington Postthe 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.

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Ms. Weymouth became a Director of the Company in September 2010.2010 and she currently serves on the Finance Committee of the Board. She joined the Company in 1996 as Assistant General Counsel of The Washington Post and has held manyvarious 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 salesAdvertising Sales and Vice President of advertising. Prior to that, Ms. WeymouthAdvertising. She also served as Assistant Counsel of The Washington Post and Associate Counsel of Washingtonpost.Newsweek Interactive, (WPNI), then the online publishing subsidiary of The Washington Post Company. She serves as a Director of both The Associated Press and The American Press Institute.NewsRight. Ms. Weymouth’s various roles within the Company give her extensive background in the media business in both operational and oversight roles, and her current position gives her an important perspective on the Company’s commitment to quality journalism and overall media strategy. Ms. Weymouth is thea niece of 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 45, is47, has served as Chairman of Davis Selected Advisers, Inc., an investment counseling firm.firm since 1998. He becamehas served as a Director of the Company insince January 2006 and is a member of the Audit, Finance and FinanceExecutive 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.

John L. Dotson Jr.Thomas S. Gayner

Mr. Dotson,Gayner, age 74, is Publisher Emeritus of the Beacon Journal (Akron, Ohio) where, prior to his retirement in 2001, he had been51, has served as President and Publisher. He becameChief Investment Officer of Markel Corporation, a publicly traded financial holding company headquartered in Glen Allen, Virginia, since May 2010. Mr. Gayner has served as a Director of the Company in July 2001since January 2007 and is Chairman of the Audit Committee and a member of the CompensationFinance Committee. Since 1990, he has served as President of Markel Gayner Asset Management; he served as a Director of Markel Corporation from 1998 to 2003. Previously, he was a certified public accountant at PricewaterhouseCoopers LLP and Audit Committeesa Vice President of the Board.Davenport & Company of Virginia. Mr. Dotson is a Co-Founder of the Maynard Institute for Journalism Education andGayner serves on the John Chancellor Awards Board of Directors of Colfax Corporation, The Davis Series Mutual 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 the Board of the Journalism School at the University of North Carolina at Chapel Hill. Mr. Dotson’s journalistic experience which spans both operational and oversight roles, and his deep knowledge of media are directly relevant to the Company’s newspaper and other media businesses. His experience, particularly his work at the Maynard Institute and on the Pulitzer Prize Board of Directors, reflects his commitment to expanding diversity in the newspaper industry and fostering quality journalism. Mr. Dotson also has finance and compliance experience.analysis of strategic investment opportunities.

Anne M. Mulcahy

Mrs. Mulcahy, age 58,60, served as Chairman of the Board of Xerox Corporation from 2002 until 2010 and served as Chief Executive Officer from 2001 through June 2009. From May 2000 through July 2001, she was President and Chief Operating Officer of Xerox. Mrs. Mulcahy was electedhas served as a Director of the Company insince January 2008 and2008. 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. She is a Director of Target Corporation, Johnson & Johnson and the non-profit organization Save the Children, where she serves as Board Chairman. Mrs. Mulcahy was a Director of Citigroup, Inc., until 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

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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 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.

Larry D. Thompson

Mr. Thompson, age 67, has served as Executive Vice President, Government Affairs, General Counsel and Corporate Secretary of PepsiCo, Inc., a global food and beverage company, since June 2012. From October 2004 to May 2011, when he retired from the position, Mr. Thompson served as a Senior Vice President, Government Affairs, General Counsel and Corporate Secretary of PepsiCo, Inc.  Mr. Thompson has served as a Director of the Company since June 2011 and is a member of the Compensation Committee. Mr. Thompson serves as a Trustee of The Brookings Institution and as a Director of the National Center for State Courts and various Franklin, Templeton and Mutual Series Funds, and is Honorary Chairman of the Georgia Justice Project. His government career included serving in the U.S. Department of Justice as Deputy Attorney General and leading the Department’s National Security Coordination Council. In 2002, President George W. Bush named Mr. Thompson to head the Corporate Fraud Task Force. Previously, Mr. Thompson had 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 U.S. Circuit Court Judges appointed by the U.S. Supreme Court. He is an elected Fellow of the American Board of Criminal Lawyers. Mr. Thompson is a recipient 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 U.S. Department of Justice and at PepsiCo, Mr. Thompson brings to the Board extensive legal experience in both a governmental and corporate setting. As a

Director of other public companies, he also has significant experience with corporate governance matters and 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 the Audit Committee, Compensation Committee, Finance Committee and Executive Committee.

Given the ownership structure of the Company and its status as a “controlled company” (see page 13)12), the Board does not have a nominating committee. Decisions on nominees to the Board are made through consultation betweenamong 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. Mr. Goldberg was elected to the Board in September 2012. He was recommended by one of the Directors of the Company.

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 statements; and (vii) the preparation of certain 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., Thomas S. Gayner (Chairman) and G. Richard Wagoner, Jr. serveserved on the Audit Committee.Committee in 2012. John L. Dotson Jr. served as a member of the Audit Committee through February 2012. 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, 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 2010.

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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 $300,000 or more per year; all incentive compensation awards and all other bonuses, other than sales bonuses, of $75,000 or more for employees of 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 regulations of the Securities and Exchange Commission.SEC. 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 Anne M. Mulcahy (Chairman) serveand Larry D. Thompson served on the Compensation Committee.Committee in 2012. 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 fivesix meetings in 2010.2012.

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 disposition 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 and Katharine Weymouth served on the Finance Committee in 2012. David Goldberg was elected to serve on the Finance Committee. Effective following the Meeting, Mr. Davis will serve as Chairman of the Finance Committee.Committee in February 2013.

The Finance Committee held one meeting in 2010.2012.

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 and

Christopher C. Davis, Barry Diller, Donald E. Graham (Chairman), Anne M. Mulcahy and Ronald L. Olson serve on the Executive Committee. Effective following the Meeting, Christopher C. Davis, Barry Diller, Ronald L. Olson and Anne M. Mulcahy will serve on the Executive Committee. Mr. Graham will continue to serve as Chairman.

The Executive Committee held fourtwo meetings in 2010.2012.

Meeting Attendance

The Board held a total of five meetings in 2010.2012. 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 at the discretion of each Director as to whether he or she will attend the meeting. In addition to the Chairman, twothree Directors attended the 20102012 Annual Meeting of Shareholders.

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Director Compensation

Annual Payments. During 2010,2012, non-employee Directors received the following:

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

The total 20102012 compensation of non-employee Directors is shown on the following table:

DIRECTOR COMPENSATION

(1)Mr. Dotson retired from the Board in May 2012. Represents prorated fees through such date.

(2)Mr. Goldberg was elected to the Board in September 2012. Represents prorated fees after such date.

(3)Charitable contribution made pursuant to Company matching gift program.

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 (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 beare payable upon 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.

“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, given itsthe Company’s ownership structure. Notwithstanding the fact that as a “controlled company” the Company is not required to have a Board of Directors 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., Thomas S. Gayner, David Goldberg, Anne M. Mulcahy, 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. As Mr. Buffett has announced his retirement and will not be standing for election to the Board this year, the Board has appointed Christopher C. Davis as lead Director, effective following the Meeting. The non-management Directors met in executive session in November 20102012 and expect to meet in executive session in 20112013 as appropriate.

Compensation Committee Interlocks and Insider Participation

Lee C. Bollinger, Barry Diller, John L. Dotson Jr., Anne M. Mulcahy and Ronald L. OlsonLarry D. Thompson served as members of the Compensation Committee in 2010.2012. No member of the Compensation Committee has ever been an employee of the Company. Ronald L. Olson, former ChairmanNo executive officer of the Compensation Committee, is a partner inCompany serves on the law firmcompensation committee of Munger, Tolles & Olson LLP (“Munger, Tolles”). Munger, Tolles provides legal services to Kaplan, Inc. (“Kaplan”). In 2010, Kaplan paid approximately $57,673 to Munger, Tolles in legal fees and associated costs.any other entity that has, or has had, one or more of its executive officers serving on the Company’s Board of Directors.

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 2022 years in his current non-Board roles and receives no compensation as a member of the 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.

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. Since 2003, Warren E. Buffett has served in this capacity, and, effective following the Meeting, Christopher C. Davis will become the lead independent Director.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 and 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.

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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.

Other Matters Concerning Directors

On January 20, 2011, the Company announced the retirement of Warren E. Buffett from the Board of Directors. Mr. Buffett is thus not a candidate for re-election to the Board of Directors, but will serve until the expiration of his term in May 2011. Mr. Buffett, age 80, has been Chairman of the Board and Chief Executive Officer of Berkshire Hathaway Inc. (a diversified holding company) for more than 40 years. He was elected a Director of The Washington Post 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.

Communicating With Directors

Interested parties 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.

STOCK HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information in the following two tables relates to each person who, on February 1, 2011,2013, 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 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.)

16*  The calculations set forth in this table relating to percentage ownership of Class B Stock include 1,219,383 shares of Class B Stock issuable upon conversion of shares of Class A Stock beneficially owned, with the exception of Southeastern Asset Management and International Value Advisers. The percentage calculation for Southeastern Asset Management and International Value Advisers does not include the conversion of Class A shares to Class B shares.