UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                         Filed by a Party other than the Registrant  ☐

Check the appropriate box:

GRAHAM HOLDINGS 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):

1300 NORTH 17TH STREET | ARLINGTON, VA 22209| (703) 345-6300

March 26, 2020

TO OUR SHAREHOLDERS:

You are cordially invited to the 2020 Annual Meeting of Shareholders of Graham Holdings Company (the “Company”), which will be held at the Convene Conference Center, 1201 Wilson Boulevard, 29th Floor, Arlington, VA 22209, on Thursday, May 7, 2020, at 8:30 a.m., Eastern Daylight Saving Time.

At the Company’s 2020 Annual Meeting of Shareholders (the “Meeting”), there will be a report on the Company’s activities, and Directors will be elected for the ensuing year. 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 2019.

It is important that your shares are 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.

Important Information About the Location of the Meeting

As a precaution due to the outbreak of Coronavirus Disease 2019(COVID-19), we are planning for the possibility that we will conduct a virtual annual meeting. If we decide to take this step, we will announce it in advance as promptly as practicable. Details on how to participate will be issued by press release, posted on our website at www.ghco.com and filed with the U.S. Securities and Exchange Commission. Please monitor our website for updated information concerning the location of the meeting and be sure to check the website prior to attending the meeting. In the event the meeting is held virtually, it will be important to retain the control numbers set forth on your proxy card or voting instruction form in order to verify your identity when accessing the virtual meeting. As always, we encourage you to vote your shares prior to the annual meeting.

Sincerely yours,

DONALD E. GRAHAM

Chairman

GRAHAM HOLDINGS COMPANY

Notice of Annual Meeting of Shareholders — May 7, 2020

The 2020 Annual Meeting of Shareholders of Graham Holdings Company will be held at the Convene Conference Center, 1201 Wilson Boulevard, 29th Floor, Arlington, VA 22209, on Thursday, May 7, 2020, at 8:30 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 18, 2020, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting.

It is important that your shares are 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 Meeting. You may vote in person at the Meeting even if you returned a Proxy, provided that you first revoke your previously voted Proxy.

Important Information About the Location of the Meeting

As a precaution due to the outbreak of Coronavirus Disease 2019(COVID-19), we are planning for the possibility that we will conduct a virtual annual meeting. If we decide to take this step, we will announce it in advance as promptly as practicable. Details on how to participate will be issued by press release, posted on our website at www.ghco.com and filed with the U.S. Securities and Exchange Commission. Please monitor our website for updated information concerning the location of the meeting and be sure to check the website prior to attending the meeting. In the event the meeting is held virtually, it will be important to retain the control numbers set forth on your proxy card or voting instruction form in order to verify your identity when accessing the virtual meeting. As always, we encourage you to vote your shares prior to the annual meeting.

By Order of the Board of Directors,

NICOLE M. MADDREY, Secretary

March 26, 2020

Arlington, VA

GRAHAM HOLDINGS COMPANY

1300 North 17th Street, Suite 1700, Arlington, VA 22209

March 22, 201826, 2020

This Proxy Statement contains information relating to the 20182020 Annual Meeting of Shareholders of Graham Holdings Company to be held at the Deloitte Federal PracticeConvene Conference Center, 1919 North Lynn Street, 15th1201 Wilson Boulevard, 29th Floor, Arlington, VA 22209, on Thursday, May 3, 2018,7, 2020, at 8:30 a.m., Eastern Daylight Saving Time, or any adjournments thereof, for the purposes set forth in the accompanying Notice of the 20182020 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 22, 2018.26, 2020. 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 3, 2018.7, 2020. This Proxy Statement and the Annual Report to Shareholders are available at www.ghco.com.

QUESTIONS AND ANSWERS

Q:    What happens if a change to the location of the Annual Meeting is necessary due to exigent circumstances?

A:    As part of our precautions regarding the coronavirus orCOVID-19, we are planning for the possibility that we will conduct a virtual annual meeting. If we take this step, we will announce the decision to do so in advance as promptly as practicable. Details on how to participate will be issued by press release, posted on our website at www.ghco.com and filed with the U.S. Securities and Exchange Commission. Please monitor our website for updated information concerning the location of the meeting and be sure to check the website prior to attending the meeting. In the event the meeting is held virtually, it will be important to retain the control numbers set forth on your proxy card or voting instruction form in order to verify your identity when accessing the virtual meeting. In the event the meeting is held virtually, the proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to vote your shares in connection with the meeting.

Q:    What am I voting on?

A:    You are voting on the election of Directors for a term of one year. A Board of 10ten Directors is to be elected, seven by the holders of Class A Common Stock, voting separately as a class, and three by the holders of Class B Common 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 and you have submitted a Proxy, Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas and Nicole M. Maddrey, 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 Common Stock, you are voting on whether to approve the compensation paid to the Company’s named executive officers for 2017.2019. In accordance with rules of the U.S. Securities and Exchange Commission (the “SEC”), this vote is advisory in nature andnon-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 also recommends voting for the approval of the compensation paid to the Company’s named executive officers for 2017.2019.

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 to the Company’s named executive officers for 2017.2019. If any other matter is properly brought before

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the Meeting and you have submitted a Proxy, Timothy J. O’Shaughnessy, Wallace R. Cooney, Jacob M. Maas and Nicole M. Maddrey, 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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Q:    Can I change my vote?

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

If you are a participant in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock and wish to change your vote or revoke your Proxy, you must do sono later than 11:00 p.m., Eastern Daylight Saving Time, on May 4, 2020,by instructing the Plan Trustee in a manner described underin the Question above “How do I vote if I participate in one of the Company’s 401(k) plans?” aboveno later than 8:00 a.m., Eastern Daylight Saving Time, on May 1, 2018..

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vote on whether to approve the compensation paid to the named executive officers of the Company in 20172019 (Proposal 2), a quorum requires a majority of the outstanding shares of Class A Common Stock on March 14, 2018,18, 2020, and (ii) for purposes of the election of three 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 14, 2018.18, 2020. If you vote, your shares will be part of the quorum. All Class B Common Stock allocated to the accounts of participants in one of the Company’s 401(k) plans will be voted and will be counted in determining a quorum. Abstentions will be counted in determining the quorum. On March 14, 2018,18, 2020, there were 964,001 shares of Class A Common Stock and 4,535,1944,284,294 shares of Class B Common Stock, in each case, outstanding and entitled to vote.

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Q:    What is householding?

A.A:    Beneficial holders who share a single address may receive only one copy of the notice or the proxy materials, as the case may be, unless their broker, bank or other nominee has received contrary instructions from any beneficial holder at that address. This is known as householding. If any beneficial holder sharing a single address wishes to discontinue householding and/or receive a separate copy of the notice or the proxy materials, as the case may be, or wishes to enroll in householding, they should contact their broker, bank or other nominee directly. Alternatively, if any such beneficial holder wishes to receive a separate

copy of the proxy materials, we will deliver them promptly upon written request addressed to the Treasurer of the Company at 1300 North 17th Street, Suite 1700, Arlington, VA 22209.

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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 whose operations include educational services,services; television broadcasting,broadcasting; online, print and local TV news,news; social-media advertising services; home health and hospice carecare; and manufacturing. The Company serves customers in a rapidly evolving, highly regulated, competitive and technologicaltechnologically advanced environment. The Directors’ expertise and experience encompass the areas of education, media, technology, marketing, international business and finance, journalism, law, government and public policy. All of the Directors have held senior positions as leaders of government or complex organizations (bothfor-profit andnon-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 71,73, has served as the 19th President of Columbia University since 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. Mr. Bollinger is a member of the Board of Columbia University and certain of its affiliates. He is a Trustee of the Institute of International Education and was Chairman of the Board of the Federal Reserve Bank of New York until December 2012. Mr. Bollinger serves as a member of the Pulitzer Prize Board. 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 the press. He has served as a Director of the Company since 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. In his former role as a Director of the Federal Reserve Bank of New York, Mr. Bollinger gained experience in financial matters, particularly those affecting national economies and financial and market systems.

Thomas S. Gayner

Mr. Gayner, age 56,58, has served asCo-Chief Executive Officer of Markel Corporation, a publicly traded financial holding company headquartered in Glen Allen, VA, since January 2016, and prior2016. Prior to that, he served as President and Chief Investment Officer of Markel Corporation since May 2010. Mr. Gayner has served as a Director of the Company since January 2007. He is Chairman of the Audit Committee and a member of the Finance Committee. Since 1990, he has served as President of Markel Gayner Asset Management; he servedManagement and as a Director of Markel Corporation from 1998 to 2003.

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Previously, he was 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, Cable ONE, Inc. (“Cable ONE”), the Davis Series Mutual Funds, and the Community Foundation of Richmond. He also serves as a member of the Investment Advisory Committee of the Virginia Retirement System. Mr. Gayner brings to the Board the leadership, management oversight and financial skills gained in his role as a senior manager and Director

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Visitors, the Duke University Health Systems Board of Directors and the Duke Kunshan University Global Advisory Board. He is a Trustee Emeritus of Duke University and a former Board Chair and continues as a member of Duke Fuqua’s School of Business Advisory Board.Chair. He is an honorary member of 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,

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he initially retired, 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 on the Advisory Boardsis a Senior Trustee of The Brookings Institution and the Georgia Justice Project and is a Director of Practicing Law Institute, the George W. Bush Foundation, the Ethics Resource Center (Chair) and the Southern Company, as well as various Franklin Templeton and Mutual Series Funds. Mr. Thompson is also a Trustee of the Chautauqua Institution. His government career included serving in the U.S. Department of Justice as Deputy Attorney General and leading the

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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 2017.2019.

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Eachnon-employee Chair of a committeeCommittee of the Board received an additional $20,000. Members of the Audit Committee received an additional $20,000 annually for their service on that committee. Employee Directors received no compensation for serving on the Board.

The total 20172019 compensation ofnon-employee Directors is shown on the following table:

DIRECTOR COMPENSATION

(1) Charitable contribution made pursuant to the Company’s matching gift program.

The Company has in place a voluntary Deferred Compensation Plan for Directors of the Company. Amounts deferred pursuantThe Company closed the Deferred Compensation Plan to this plan are reflected in the “Fees Earned or Paid in Cash” column in the table above.new participants and new deferrals for existing participants as of December 2015. This plan providesprovided 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 musthad to 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 are payable upon separation from service or such other future date as specified by the participant at the time of election. The Company closed the Deferred Compensation Plan to new participants and new deferrals for existing participants as of December 2015. The Company does not provide stock awards, option awards or other equity ornon-equity incentive compensation tonon-employee Directors.

“Controlled Company”

The descendants of Katharine Graham (including the Company’s 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 the Company’s ownership structure. Notwithstanding the fact that as a “controlled company,” the Company is not required to have a Board of Directors that comprises a majority of “independent” directors, the Board has determined that current members Lee C. Bollinger, Christopher C. Davis, Thomas S. Gayner, Anne M. Mulcahy, Jack A. Markell, Larry D. Thompson, G. Richard Wagoner, Jr. and Katharine Weymouth (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. In reaching this conclusion, the Board considered commercial relationships with companies at which Directors or their family members served as outside directors or executive officers. These relationships involved the Company’s purchases of services in the ordinary course of business that were made onarm’s-length terms under circumstances and in amounts that did not affect the relevant Directors’ independence.

Meetings of theNon-Management Directors

The listing requirements of the New York Stock Exchange call for thenon-management Directors of the Company to meet regularly in executive session without management. The Board has appointed Christopher C. Davis as leadLead Independent Director and has authorized him to preside at the executive sessions. Thenon-management Directors met in executive session three times in May and September of 20172019 and expect to meet in executive session in 20182020 as appropriate.

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Company. Katharine Weymouth, was employed at The Washington Post as CEO and Publisher until its sale on October 1, 2013. No executive officer of the Company serves on the compensation committee of 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

While as a “controlled company,” the Company is not legally required to have a majority of independent Directors, the majority of the Board, in fact, comprises independent Directors who act as an effective counterbalance to Mr. Graham, Chairman of the Board, and Mr. O’Shaughnessy, as President and Chief Executive Officer. The Board also appoints a lead independent Director.Lead Independent Director and Christopher C. Davis serves in this capacity. The lead independentLead Independent Director typically chairs executive sessions of Board meetings and consults with Mr.Messrs. Graham and Mr. O’Shaughnessy and senior management regarding issues to be included in Board meeting agendas. The lead independentLead Independent Director is also expected to collaborate with Mr. O’Shaughnessy in reviewing key operational and other matters and to act as a liaison between Messrs. Graham and O’Shaughnessy 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 directly to the Audit Committee on certain matters relating to the Company’s public disclosures.

Communicating With Directors

Interested parties may communicate concerns to the leadLead Independent Director or to the other Directors of the Company through Navex Global, the Company’s third-party-managed hotline, via telephone at1-866-687-8972 or online at https://ghco.alertline.com.

STOCK HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information in the following two tables relates to each person who, on February 1, 2018,2020, 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 Common 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 ashare-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.

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Principal Holders of Stock

*   The calculations set forth in this table relating to percentage ownership of Class B Stock for Messrs. Graham and Mosley and Mrs. Weymouth include shares of Class B Stock issuable upon conversion of shares of Class A Common Stock.

**   Less than 5%.

Mr. Graham also has voting and investment power with respect to shares of Class B Stock as follows: sole voting and investment power, 50,769 (1.0%) shares, which includes 3,087 shares in a trust that Mr. Donald Graham has the power to amend or revoke and 47,682 shares in certain trusts for which Mr. Donald Graham is a co-trustee and can exercise a casting vote; shared voting and investment power, 8,860 (less than 1%) shares; and 943,554 (17.1%) shares issuable upon conversion of shares of Class A Stock deemed to be beneficially owned by Mr. Graham.

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PROPOSAL 2: APPROVAL OF 2017ADVISORY VOTE TO APPROVE 2019 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Securities Exchange Act of 1934 and the corresponding SEC rules, the Company is seeking an advisory,non-binding shareholder vote from its Class A Shareholders with respect to compensation awarded to its named executive officers for 2017.2019. On May 4, 2017, the Company’s Class A Shareholders voted unanimously 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 under the heading “Executive Compensation” in 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.

Resolved, that the compensation paid to the Company’s named executive officers for 2017,2019, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission,SEC, 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

This Compensation Discussion and Analysis describes the Company’s executive compensation principles and programs, with a focus on the decisions of the Compensation Committee of the Board of Directors (the “Committee”) regarding 20172019 compensation for the Company’s named executive officers. The named executive officers for 20172019 were as follows:

Overview of Compensation Program

The Committee 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 composed entirely of independent Directors, is chaired by Anne M. Mulcahy and includesincluding Lee C. Bollinger, and Larry D. Thompson and Katharine Weymouth, 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 similar 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, is fair, reasonable and based on performance goals established to increase value for shareholders by facilitating the long termlong-term growth of the Company. The Committee considers both the Company’s short-term and long termlong-term plans in determining compensation. Annual plans are used to motivate and reward management for achieving specific yearly goals. Long termLong-term plans, typically three or more years in duration, are designed to reward cumulative long termlong-term goals. All performance criteria, however, including 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. Compensation paid pursuant to these plans may be cash or stock-based compensation. The Company has historically favored cash compensation overnon-cash compensation, as management and the Committee believe that cash incentives provide more targeted rewards for specific performance. However, the Company does not apply a specific formula for allocating between cash andnon-cash compensation or short- and long termlong-term compensation. Instead, management and the Committee select the method of compensation thought most likely to lead to achievement of the particular goal.

The named executive officers receive an annual salary and participate in performance-based annual bonus plans and three- or four-year cash-based Long-Term Incentive Plans (“LTIPs”) (including the Performance Unit PlansPlan and/or the Kaplan LTIP in the case of Mr. Rosen) and, in certain circumstances, have received restricted stock and/or stock options, as determined by the Committee on an individual basis. Messrs. Jones andMr. Rosen also receivereceives benefits pursuant to the Supplemental Executive Retirement Plan (the “SERP”), which was closed to new participants in December 2015.

Compensation Committee Role and Responsibility

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 SEC. The Committee annually reviews and approves the corporate goals and objectives upon which the compensation of the President and Chief Executive Officer and senior management, including the named executive officers, is based. The Committee evaluates the President and 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, including equity-based plans, to be adopted or submitted to the Company’s shareholders for approval. The Committee reviews the Company’s succession plans, including (i) the President and Chief Executive Officer’s recommendations as to a successor, should he become disabled or unable to perform his duties for an extended period of time, and, annually, (ii) the Company’s efforts at management development.

The Committee may request that any officer or employee of the Company, or any of 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

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consultant’s fees and other retention terms. The Committee also has authority to obtain advice and assistance from internal or external legal, accounting or other advisors. In 2017,2019, the Committee retained Semler Brossy to review the compensation package of Mr. O’Shaughnessy and Laura O’Shaughnessy.O’Shaughnessy, a daughter of Donald E. Graham and the wife of Mr. O’Shaughnessy, who serves as Chief Executive Officer of SocialCode, a social-media marketing technology and services company, wholly owned by the Company. The Committee reviews the performance, independence and conflict of interests of its compensation consultant in accordance with applicable standards, and no independence or conflict of interest issues were identified in connection with Semler Brossy. Additionally, Ann L. McDaniel provided consulting services to the Committee and the Company after her retirement as Senior Vice President on April 3, 2015, and through March 31, 2017. Ms. McDaniel was engaged directly by the Committee to provide ongoing advice with respect to the compensation of the named executive officers. Ms. McDaniel received $25,506 in fees for her services as a compensation consultant to the Committee in 2017. Pursuant to consulting agreements in 2014 and 2017 between Ms. McDaniel and the Company, Ms. McDaniel also provided services to the Company, including consultation with officers of the Company on general compensation, benefits and other human resources related issues, as well as on Company affiliate considerations. Ms. McDaniel received $272,001 in fees for such additional services to the Company in 2017.

During 2017,2019, the Committee met six times. A copy of the Company’s Compensation Committee Charter is available under the “Investor Relations”Relations–Corporate Governance” tab at www.ghco.com.

Role of Executive Officers in Compensation Decisions

Mr. O’Shaughnessy, President and Chief Executive Officer, and Ms. Denise Demeter, Vice President and President–Chief Human Resources Officer and secretary of the Committee, attended all six Committee meetings.

Mr. O’Shaughnessy and Ms. Demeter recommend to the Committee the size of each component of compensation for each of the named executive officers (other than their own) and for all employees earning annual salaries of $400,000 or more andor bonuses of $250,000 or more. Recommendations aremay be based on a discussion with the head of theemployee’s division where the employee works,head, a review of his or her performance and a comparison of any available compensation survey data for that jobposition 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. The Committee makes all compensation decisions for the named executive officers of the Company and relevant employees, except with respect to any perquisites under $200,000 per named executive officer that may be approved by Mr. O’Shaughnessy.

Mr. O’Shaughnessy was not present during the portion of the Committee meetings when his compensation or that of his wife, Laura O’Shaughnessy, was discussed by the Committee.

Setting Executive Compensation

To meet the Committee’s objectives, at its request, the President and Chief Executive Officer and the secretary of the Committee draft annual and long termlong-term incentive-based cash andnon-cash executive compensation plans. The Committee discusses, 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.

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As described below, a significant portion of the Company’s executive compensation is linked directly to business unit and corporate performance and stock appreciation. Pursuant to Section 162(m) of the Internal Revenue Code, as was in effect for 2017,prior to 2018, provided that compensation in excess of $1 million per year paid to the Company’s chief executive officer and the three other highest paid executive officers (other than the chief financial officer) waswould not be deductible unless it qualified as “performance-based” compensation. In connection with granting incentive compensation to the Company’s named executive officers, the Committee’s historical practice has been to consider the implications under Section 162(m), while retaining flexibility to grant compensation that may not qualify for a deduction if the Committee determines that such compensation is otherwise in the best interests of the Company and its shareholders. The Tax Cuts and Jobs Act, which was signed into law onin December 22, 2017, eliminated the exception for “performance-based” compensation and expanded the scope of executives considered to be “covered employees” subject to Section 162(m) with respect to 2018 and future years. As a result, the Company expects that, except to the extent that compensation is eligible for limited transition relief applicable to binding contracts in effect on November 2, 2017, in general, compensation over $1 million per year paid to any named executive officer (and any personanyone who was otherwise a named executive“covered employee” for purposes of Section 162(m) for any year, beginning with 2017) will beis nondeductible under Section 162(m).

Risk Assessment of Compensation Program

During 2017,2019, the Compensation Committee met with Mr. O’Shaughnessy and Ms. Demeter to review and discuss the impact of executive compensation programs on organizational risk. The Compensation Committee determined that compensation programs have sufficient risk mitigation features in each of the plans and do not encourage or reward employees for taking excessive or unnecessary risk. The Compensation Committee believes that the Company’s compensation programs constitute an appropriate mix of short- and long-term incentive compensation that rewards employees, while balancing risks through the delayed payment of long-term awards. As a result of the compensation risk review, the Compensation Committee determined that the overall risk of compensation programs exposing the organization to unnecessary or excessive risks that threaten the value of the Company is low. In addition, the Company’s insider trading policy, which prohibits directors and executive officers from engaging in hedging transactions with respect to the Company’s securities in order to hedge the economic risk of owning the Company’s securities, is intended to enhance the Company’s efforts at risk mitigation.

Elements of Compensation

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

to attract, motivate and retain such employees. There are at present approximately 145129 employees of the Company who are participants in the 2012 ICP and receive annual bonus awards and/or hold restricted stock, stock options, or Performance Units or LTIP units granted under the 2012 ICP. EachThe named executive officer participatesofficers participate in certain of these programs.programs as described below.

Annual Bonuses

The 2012 ICP provides for annual incentive compensation awards based on the Company 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 20172019 target annual bonus award for each of the named executive officers, as a percentage of base salary, was as follows: Mr. O’Shaughnessy, 100%; Mr. Rosen, 100%; Mr. Cooney, 50%; Ms. Maddrey, 40%; and Ms. Demeter, 40%; and Mr. Jones, 50%. None of the target bonuses for the named executive officers changed in 2019.

In 2017,2019, the total annual bonus formula for the named executive officers, except for Mr. Rosen, was based on a diluted earnings per share target for the Company 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. For details regarding Mr. Rosen’s annual bonus, see below. The potential payouts for the annual bonus range from 0% to 200% of target, based on actual Company or business unit financial performance, with a threshold achievement of 80% of the diluted earnings per share target for the Company necessary for any amounts to be paid with respect to the 20172019 annual bonus for the applicable named executive officers (which would be paid at a threshold level of 50% of target bonus), and the maximum potential payout available in the event 140% of the diluted earnings per share target for the Company is attained.attained (which would be paid at a maximum level of 200% of the target bonus). Management and the Committee believe that they have designed the targets to be challenging, but achievable. The Company has achieved its financial goals and paid out at or above target in the annual bonus portion of the 2012 ICP in fourthree of the past five years; in 2019 and 2017, the Company achieved less than 100% of its earnings per share goal, as adjusted to exclude certain items.

The original diluted earnings per share goal for 20172019 was $26.14. However, in connection with the acquisitions of the two new broadcasting stations on January 17, 2017, WSLS and WCWJ, and Hoover Treated Wood Products on April 3, 2017, the Committee established that the 2017 goal would be adjusted for the period the Company owned these businesses, resulting in a revised diluted earnings per share goal, as approved by the Committee, of $28.00.$39.02. In setting the original goal for annual bonuses, the Committee established a formula that included adjustments for certain items, to the extent that actual amounts varied from those in the 20172019 annual budget. Specifically, these adjustments included additionsan addition for foreign exchange losses. This addition was offset by a pension budget variance;variance, gains on unbudgeted new acquisitions, investments and dispositions;dispositions, and a Kaplan stock compensation expense variance. These additions were offset by foreign exchange gains.

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Mr. Rosen’s bonus amount range from 0% to 193%190% of target, with a threshold achievement of 80% for the operating income target and 90% for the enterprise revenue target, and the maximum potential payout available in the event 150%161% of the operating income target is attained and 110%113% of the enterprise revenue target is met. In April of 2017, Kaplan announcedWhen aggregating the proposed sale of Kaplan University (KU) to Purdue University. In preparationpotential payouts for the completion of this transaction, Kaplan incurred unplanned expenses to prepare KU for transfer. Given the impact and importance of the KU/Purdue transaction, in calculating the 75%all components of Mr. Rosen’s annual bonus, based on Kaplan enterprise operating income, the Committee excluded these transition costs.potential payouts range from 0% to 193% of target. In calculating Kaplan’s enterprise operating income, on this basis, Kaplan achieved adjusted enterprise operating income of $92.4$102.2 million versus a target of $113.6$120.5 million, or 81%85% achievement, which resulted in payout of the portion of Mr. Rosen’s bonus attributable to Kaplan’s enterprise operating income of 55%62% of target. Kaplan enterprise revenue totaled $1,524.4$1,467.5 million (adjusted for unbudgeted foreign exchange impact) versus a target of $1,567.9$1,481.8 million, or 97%99% achievement, which resulted in payout of the portion of Mr. Rosen’s bonus attributable to Kaplan’s enterprise revenue of 86% of target. Thus, the total percentage achievement of the Kaplan portion of Mr. Rosen’s bonus totaled 61%67% of target, or $749,526.$815,829.

Restricted Stock

To align the interests of the Company’s shareholders 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 2012 ICP also provides for grants of restricted stock of the Company. To determine the number of shares to be granted, the Committee considers on an individual basis the estimated 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 generally cliff vest at the conclusion of a four-year vesting period and accelerate vesting only at the discretion of the Committee. The named executive officers, excluding Mr. O’Shaughnessy, generally receive grants of restricted stock every other year. TheRestricted stock grants were made in January 20152017 and January 2019. The 2017 grants will vest in January 2019. In January 2017,2021 and the named executive officers received2019 grants of restricted stock that will vest in January 2021. In connection with his promotion to Chief Financial Officer, Mr. Cooney received an additional grant of 200 shares of restricted stock on January 12, 2017, that will cliff vest in January 2021. In addition, in connection with the Cable ONEspin-off in 2015, a distribution of restricted Cable ONE, Inc. shares was made with respect to outstanding shares of Company restricted stock, subject to the same vesting terms and conditions as such shares of Company restricted stock.2023. For additional information regarding such distributions,the restricted stock awards, see the Outstanding Equity Awards at FiscalYear-End table.

Performance Units

To highlight specific long-term financial goals, the 2012 ICP provides for the grant of performance-based compensation, which the Company grants pursuant to its Performance Unit Plans.Plan, and, in the case of Mr. Rosen, the Kaplan LTIPs, described below. The named executive officers participate in these plans, in which performance-based goals are determined at the beginning of each three- or four-year award cycle. The goals consider operating income, peer company performance, cash flow, earnings per share, measures of economic value added and/or quantitative revenue growth or profitability measurements of the Company as a whole or of individual business units.

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charges (up to 10% of the total $200 maximum payout per unit); plus (2) the value of Other Kaplan Businesses’ (Total Kaplan excluding Kaplan Higher Education) cumulative operating income during the four-year period excluding amortization of intangibles, Kaplan stock compensation and restructuring charges (up to 20% of the total $200 maximum payout per unit); plus (3) the value of a Performance Unit under the Graham Media Group valuation during the four-year period, as set forth below (up to 30% of the total $200 maximum payout per unit); plus (4) the value of cumulative operating income excluding amortization of intangibles during the four-year period for Hoover, Dekko and Joyce (up to 20% of the total $200 maximum payout per unit); plus (5) the value of the cumulative operating income excluding amortization of intangibles during the four-year period for Graham Healthcare Group (including equity in earnings of affiliates), Graham Automotive, SocialCode (excluding LTIP costs), Slate, Megaphone (excluding LTIP costs), Foreign Policy, and CyberVista (excluding LTIP costs) (up to 20% of the total $200 maximum payout per unit).

The Committee selected these targets because they reflected the key priorities for the Company on the grant date (or the amendment date, as applicable) for the applicable time periods. The values of Performance Units in the 2015–20182017–2020 and the 2017–20202019–2022 cycles are determined at the conclusion of those cycles based on the performance criteria described below.

For the 2015–2018 cycle, the performance measure used for Kaplan in the 2014–2017 Kaplan Long-Term Incentive Plan is Kaplan enterprise operating income growth. A baseline Kaplan enterprise operating income of $75 million was established in 2014 and increases year over year by 10%. Provided Kaplan achieves incremental operating income growth above the baseline, the aggregate amount of awards available is calculated as 12% of such growth.

As described above, for the 2017–2020 cycle, the performance measure used for Kaplan is the cumulative operating income over the four-year period of $500 million, adjusted to exclude amortization of intangibles, Kaplan stock compensation and restructuring charges.

For the 2019–2022 cycle, the performance measure used for Kaplan is atwo-pronged formula consisting of (1) Kaplan Higher Education’s cumulative operating income of $65 million during the four-year period excluding amortization of intangibles and restructuring charges; and (2) the value of Kaplan Other Businesses’ (Total Kaplan excluding Kaplan Higher Education) cumulative operating income of $431 million, excluding amortization of intangibles, Kaplan stock compensation and restructuring charges.

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Because the performance measures that compose the valuation formula for Performance Units in both the 2015–20182017–2020 and 2017–20202019–2022 cycles includeincludes cumulative measures applicable to Kaplan, GMG and the other applicable business units, it is not possible to calculate with certainty any interim Performance Unit valuesmid-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. O’Shaughnessy currently holds 7,500 units in the 2015–2018 cycle and 10,000 units in the 2017–2020 cycle and 12,000 units in the 2019–2022 cycle; Mr. Cooney currently holds 6,500 units in both the 2017–2020 and 2019–2022 cycles; Ms. Maddrey currently holds 5,000 units in the 2015–2018 cycle and 6,500 units inboth the 2017–2020 cycle; Mr. Rosen holds 7,000 units in the 2015–2018 cycle;and 2019–2022 cycles; Ms. Maddrey holds 5,000 units in the 2015–2018 cycle and 5,000 units in the 2017–2020 cycle; Ms. Demeter currently holds 4,000 units in both the 2015–2018 cycle2017–2020 and 4,0002019–2022 cycles; and Mr. Rosen has no units in either cycle.

Kaplan Long-Term Incentive Plans

A portion of Mr. Rosen’s performance-based compensation includes the 2017–2016–2019 Kaplan LTIP and the 2018–2020 cycle; andKaplan LTIP. Mr. Jones holds 4,500 unitsRosen participated in the 2015–Kaplan Corporate component of the 2016–2019 Kaplan LTIP and was awarded 250 units with a target value of $100 per unit, which was 25% of the Kaplan Corporate pool. Under the 2016–2019 Kaplan LTIP, the Kaplan Corporate pool was based on achievement above a baseline four-year cumulative operating income target for Kaplan. Achievement above the baseline operating income target would result in the creation of a Kaplan Corporate bonus pool equal to 8% of the overachievement. Kaplan’s baseline operating income target for the cumulative four-year period was established at $652.6 million, as adjusted for acquisitions or unexpected changes in capital expenditures. Service conditions in respect of a third of the units awarded were satisfied at the end of 2017, in respect of an additional third of the units awarded at the end of 2018 cycle.and in respect of the final third of the units awarded at the end of 2019 with payout being subject to the four-year cumulative operating income surpassing the established target. Kaplan’s cumulative operating income for 2016–2019 did not surpass the $652.6 million, four-year cumulative operating income target and therefore there was no payout for the 2016–2019 LTIP.

Mr. Rosen also participates in the 2018–2020 Kaplan LTIP and was awarded 20% of the Kaplan Corporate Pool. The Kaplan Corporate pool is based on enterprise and business unit performance components. For the enterprise component (which measures performance by Kaplan on a consolidated basis), achievement above a baseline three-year cumulative operating income target of $309.3 million, as adjusted for acquisitions and unexpected changes in capital expenditures, and excluding restructuring costs, amortization of intangible assets and impairments of long-lived assets, results in the creation of a Kaplan Corporate pool equal to 2% of overachievement. For the business unit component (which measures performance of Kaplan business units, excluding Kaplan Higher Education), baseline three-year cumulative operating income targets for each of the Kaplan business units was established based on 2017 results and will be adjusted for acquisitions or unexpected changes in capital expenditures and restructuring costs. Achievement above the baseline operating income targets for each of the Kaplan business units would result in the creation of a Kaplan Corporate bonus pool equal to 8% of the overachievement. The 8% award pool percentage increases by the number of basis points that a business unit’s operating margin exceeds a base level operating margin. Service conditions in respect of seventy-five percent of the award will be satisfied at the end of 2020 and in respect of the remaining twenty-five percent will be satisfied at the end of 2021, the year following the end of the plan. For the business unit component tied to Kaplan Higher Education, the Compensation Committee amended the plan period to 2019-2021. The baseline three-year cumulative target was established based on 2018 results. Achievement above the baseline operating income target for Kaplan Higher Education would result in the creation of a Kaplan Corporate bonus pool equal to 8% of the overachievement. Service conditions in respect of seventy-five percent of the award will be satisfied at the end of 2021 and in respect of the remaining twenty-five percent will be satisfied at the end of 2022, the year following the end of the plan. In the event that applicable service and performance conditions are satisfied, payouts will occur the following March.

Stock Options

Pursuant to the terms of the 2012 ICP, shares of Class B Stock may be issued upon the exercise of stock options granted to key employees of the Company. The Committee, however, does not grant stock options on a consistent basis and grants stock options only when a key employee has made a significant contribution to the Company and demonstrates the ability to make additional contributions. The options generally vest 25% per year, over foursix years, and expire 10 years from the grant date. In November 2015, in connection with his assumption of the role of Chief Executive Officer in addition to

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Eligible Corporate employees hired or rehired by the Company on or after September 1, 2009, participate in the Cash Balance Retirement Program (“CBRP”). Eligible Corporate employees who were actively employed on or after August 1, 2012, also participate in the Secure Retirement Account (“SRA”). Both the CBRP and the SRA arenon-contributory defined benefit programs expressed in the form of hypothetical account balances that grow through quarterlypay-based credits and quarterly interest credits. Corporate employees hired prior to September 1, 2009, including certain 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 (the “Rule of 90”), receive an annual pension equal to 1.75% of their highest average60-month base salary annualized up to the limits permitted by the Code, minus Social Security-covered compensation multiplied by the appropriate Social Security offset percentage and early retirement factor, multiplied by the number of years of credited service under the Graham Holdings Retirement Benefits Schedule (“Graham Schedule”). An annual cashCash pension supplement issupplements are also provided to assist in payment of retiree medical coveragecoverage. The annual cash pension supplement is equal to $200 multiplied by the number of years of credited service under the Graham Schedule. An additional cashtemporaryPre-Age 65 pension supplement of $3,000$250 per yearmonth ($2,075 per month for those participants who have attained age 50 with five years of vesting service as of September 1, 2018) is provided to participants under the Graham Schedule who retire and commence benefit payment at or after age 55, but prior to age 65, and who had 10 years of vesting service at retirement. The temporarypre-agePre-Age 65 supplement is discontinued when the retiree qualifies for Medicare (the month prior to the 65th birthday).

Non-Qualified Supplemental Executive Retirement Plans

The Company maintains an unfunded SERP that was designed to retain and recruit key executives. Mr. Rosen and Mr. Jones participateparticipates in the SERP. Participants in the SERP were selected by management as employees whom management most wanted to retain because of their superior performance and were approved for participation by the Committee. The Company closed the plan to new participants as of December 2015.

To offset limitations placed on the income that can be considered in the formulas of retirement plans and benefits that can be payable from the plans, the SERP provides a “supplemental retirement benefit.” This benefit is calculated under the rules of the qualified defined benefit retirement plan, but without reference to such income and benefit limitations, and includes in the calculation compensation from annual bonuses in the case of certain key executives (including the participating named executive officers if eligible).Mr. Rosen. In any instance in which a retiring executive’s supplemental retirement benefit exceeds the benefit payable by the qualified defined benefit plan or plans, the Company will pay the excess to him or her as a supplemental retirement benefit. Benefits provided under the SRA of the qualified retirement plan are not covered by the SERP.

The SERP also provides key executives, including Mr. Rosen, and Mr. Jones, with tax deferred accruals of amounts proportionate to the benefits available tonon-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 (currently $55,000)$57,000). The executive is required to defer compensation to the SERP savings plan in order to receive the applicable matching Company contribution each year.

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Under the terms of Mr. O’Shaughnessy’s letter agreement, and as consideration for the benefits provided in the agreement, Mr. O’Shaughnessy agreed tonon-competition,non-solicitation of customers and employees andno-hire restrictions for aone-year period following termination, as well as to maintain the confidentiality of certain information related to the Company and its businesses at all times following termination.

Mr. Rosen’s Agreement

The Company entered into a letter agreement with Mr. Rosen in April 2014 to incentivize him to accept the position of Chairman of Kaplan and Executive Vice President of the Company. Mr. Rosen’s employment agreement includes clauses that provide for an enhanced retirement benefit and cash payments upon termination from the Company. In addition, pursuant to his employment agreement, he was entitled to a grant of 3,000 Performance Units in the 2013–2016 performance cycle and 7,000 Performance Units in the 2015–2018 performance cycle.

If Mr. Rosen is terminated for any reason prior to September 1, 2018, the defined benefit portion of his SERP benefit will be calculated as if he satisfied the Rule of 90, provided however that all components of the unrestricted benefit other than the early retirement factor shall be computed using his actual age and years of service (such enhanced benefit, the “Rosen Individual Pension Arrangement”). The Rosen Individual Pension Arrangement would be payable in the same form and at the same time as his benefit under the SERP would otherwise be paid, provided that if his employment with the Company terminates for any reason prior to September 1, 2018, the enhanced benefit will not begin earlier than September 1, 2018.

If Mr. Rosen is terminated by the Company without cause, he will receive aone-timelump-sum cash payment of $3,500,000, payable on the 65th day following termination of employment, and prorated vesting of outstanding restricted stock and stock options held at the time of termination, provided that he signs an irrevocable separation and release agreement no later than 60 days following the date of his termination.

Under the terms of Mr. Rosen’s letter agreement, and as consideration for the benefits provided in the agreement, Mr. Rosen agreed tonon-competition,non-solicitation of customers and employees andno-hire restrictions for aone-year period following termination, as well as to maintain the confidentiality of certain information related to the Company and its businesses at all times following termination.

Ms. Demeter’s Agreement

The Company entered into a letter agreement with Ms. Demeter in March 2015. Under the terms of the letter agreement, if Ms. Demeter is terminated for any reason other than cause prior to June 1, 2018, the early retirement factor applied to the pension benefit payable under the Graham Schedule of The Retirement Plan (as described above) will be calculated as if she satisfied the Rule of 90, and all components of the unrestricted benefit other than the early retirement factor

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The following table shows the compensation paid by the Company during the most recent three years to our named executive officers. No disclosure is provided for fiscal years for which those persons were not named executive officers.

SUMMARY COMPENSATION TABLE

Benefits were assumed to commence at the age when benefits under the SERP are first unreduced, or the age when benefits under The Retirement Plan are first unreduced if the named executive officer does not have a SERP benefit, and were discounted to the date as of which they were determined (either 12/31/2017 or 12/31/2016)

Mr. Jones retired on March 31, 2017, and has reached Normal Retirement Age (age 65).

Changes in the present value of benefits in 2017 are attributable to The Retirement Plan for Graham Holdings Company (“Retirement Plan”) and the corresponding benefit under the SERP as follows: Mr. O’Shaughnessy–$13,496 Retirement Plan; Mr. Cooney–$153,265 Retirement Plan; Mr. Rosen–$54,295 Retirement Plan, $3,119,499 the SERP and $0 under his Individual Pension Arrangement; Ms. Maddrey–$119,034 Retirement Plan; Ms. Demeter–$365,473 Retirement Plan and $0 under her Individual Pension Arrangement; Mr. Jones–$90,098 Retirement Plan, $428,597 the SERP and $64,906 under his Individual Pension Arrangement.

The values of accumulated plan benefits were determined using a discount rate of 3.60% at 12/31/2017 and 4.10% at 12/31/2016 and usingRP-2017 Fully Generational Mortality Table for males and females using ScaleMP-2017 at 12/31/2017 andRP-2016 Fully Generational Mortality Table for males and females using ScaleMP-2016 mortality improvement at 12/31/2016.

ALL OTHER COMPENSATION

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