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 25, 2021

TO OUR SHAREHOLDERS:

You are cordially invited to the 2021 Annual Meeting of Shareholders of Graham Holdings Company (the “Company”), which will be held virtually on Thursday, May 6, 2021, at 8:30 a.m., Eastern Daylight Time. In order to be able to access the virtual meeting, please retain the 15-digit control number set forth on your proxy card or voting instruction form in order to verify your identity when accessing the virtual meeting. Details on how to participate are more fully described in the enclosed Proxy and are posted on our website at www.ghco.com. As always, we encourage you to vote your shares prior to the Annual Meeting.

Shareholders of record on March 17, 2021 can access the live webcast of the Annual Meeting on the day of the meeting by logging in at www.meetingcenter.io/243294754 using their control number and the password “GHC2021”. The 15-digit control number is located on the proxy card or voting instruction form. Measures are in place to enable the vast majority of shareholders who hold shares through a brokerage firm, bank or other entity to fully participate at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be available for every type of beneficial holder. Those shareholders who hold shares through a brokerage firm, bank or other entity are advised to provide their voting instructions to these firms and register in advance to participate in the Annual Meeting no later than May 3, 2021.

At the Company’s 2021 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 2020.

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.

Sincerely yours,

DONALD E. GRAHAM

Chairman

GRAHAM HOLDINGS COMPANY

Notice of Annual Meeting of Shareholders — May 6, 2021

The 2021 Annual Meeting of Shareholders of Graham Holdings Company will be held virtually on Thursday, May 6, 2021, at 8:30 a.m., Eastern Daylight Time, for the following purposes:

The Board of Directors of the Company (the “Board”) has fixed the close of business on March 17, 2021, 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 at the Meeting even if you returned a Proxy, provided that you first revoke your previously voted Proxy.

In order to be able to access the virtual meeting, please retain the 15-digit control number set forth on your proxy card or voting instruction card. Shareholders of record on March 17, 2021 can access the live webcast of the Annual Meeting on the day of the meeting by logging in at www.meetingcenter.io/243294754 using their control number and the password “GHC2021”. Measures are in place to enable the vast majority of shareholders who hold shares through a brokerage firm, bank or other entity to fully participate at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be available for every type of beneficial holder. Those shareholders who hold shares through a brokerage firm, bank or other entity are advised to provide their voting instructions to these firms and register in advance to participate in the Annual Meeting no later than May 3, 2021. Additional details on how to participate are described more fully in the enclosed Proxy and are posted on our website at www.ghco.com.

By Order of the Board of Directors,

NICOLE M. MADDREY

Secretary

March 25, 2021

Arlington, VA

GRAHAM HOLDINGS COMPANY

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

March 22, 201825, 2021

This Proxy Statement contains information relating to the 20182021 Annual Meeting of Shareholders of Graham Holdings Company to be held at the Deloitte Federal Practice Conference Center, 1919 North Lynn Street, 15th Floor, Arlington, VA 22209,virtually on Thursday, May 3, 2018,6, 2021, at 8:30 a.m., Eastern Daylight Saving Time, or any adjournments thereof, for the purposes set forth in the accompanying Notice of the 20182021 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, 2018.25, 2021. 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, 2018.6, 2021. This Proxy Statement and the Annual Report to Shareholders are available at www.ghco.com.

QUESTIONS AND ANSWERS

Q:    How can I participate in the virtual Meeting?

A:    Shareholders of record on March 17, 2021 can access the live webcast of the Annual Meeting on the day of the meeting by logging in at www.meetingcenter.io/243294754 using their control number and the password “GHC2021”. The 15-digit control number is located on the proxy card or voting instruction form. Shareholders may also vote by one of the other means described in these materials.

Measures are in place to enable the vast majority of shareholders who hold shares through a brokerage firm, bank or other entity to fully participate at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be available for every type of beneficial holder. Those shareholders who hold shares through a brokerage firm, bank or other entity are advised to provide their voting instructions to these firms and register in advance to participate in the Annual Meeting no later than May 3, 2021. To register, shareholders must submit proof of proxy power (legal proxy) reflecting ownership of Graham Holdings Company stock along with your name and email address to Computershare. Proof of legal proxy may be submitted either by forwarding an email from your broker or by attaching an image of the legal proxy. Requests for registration should be directed to Computershare at legalproxy@computershare.com, labeled as “Legal Proxy” and must be received no later than 11:00 p.m. (EDT) on or before May 3, 2021. Requests for registration may also be mailed to Computershare at GHC Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. A registration confirmation email from Computershare will be sent to shareholders.

Participants in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock allocated to their account(s) (the Savings Plan for Graham Holdings Company, the Kaplan, Inc. Tax Deferred Savings Plan for Salaried Employees and the Kaplan, Inc. Tax Deferred Savings Plan for Hourly Employees) may join the Annual Meeting but may not vote their shares at the Meeting. Plan participants may vote by providing their voting directions to the plan trustee no later than 11:00 p.m. (EDT) on May 3, 2021.

Q:    What am I voting on?

A:    You are voting on the election of Directors for a term of one year. A Board of 10nine Directors is to be elected, sevensix 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 2017.2020. 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.

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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 2017.2020.

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 2017.2020. If any other matter is properly brought before 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:

3virtual Annual Meeting, provided you first revoke your previously voted Proxy and follow the instructions on how to participate at the virtual Annual Meeting in the manner described in the Question “How do I participate in the virtual Meeting?” above.

including whether telephonic or Internetinternet 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.nominee or unless you are able to participate at the Annual Meeting. As described above, measures are in place to enable the vast majority of shareholders who hold shares through a brokerage firm, bank or other entity to fully participate at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be available for every type of beneficial holder. Those shareholders who hold shares through a brokerage firm, bank or other entity are advised to provide their voting instructions to these firms and register in advance to participate in the Annual Meeting no later than May 3, 2021.

Both Class A Shareholders and Class B Shareholders are entitled to vote on Proposal 1: Election of Directors. In accordance with the Company’s constitutive documents and under Delaware corporate law, only Class A Shareholders are entitled to vote on Proposal 2: Advisory Vote to Approve 20172020 Compensation Awarded to Named Executive Officers.

If you are a participant in one of the Company’s 401(k) plans with Graham Holdings Company Class B Common Stock allocated to your account, you will be eligible to vote Class B Common Stock allocated to your account on Proposal 1: Election of Directors.

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 so no later than 11:00 p.m., Eastern Daylight Time, on May 3, 2021, by instructing the Plan Trustee in a manner described underin the Question “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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Q: What do I need to do to attend the Meeting?

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

Seatingfully participate at the Annual Meeting using the control number on their voting instruction form and the password “GHC2021”. This option is provided as a convenience to such beneficial holders, and there is no guarantee that this option will be on a first-come, first-served basis upon arrival at the Meeting. available for every type of beneficial holder.

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 Internetinternet 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,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.

Q.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; home health and hospice carecare; manufacturing; and manufacturing.other businesses including automotive dealerships, restaurants, a custom framing service company, a cybersecurity training company, a marketing solutions provider, and a customer data and analytics software company. 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, 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 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 56,59, 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 served as a Director of Markel Corporation from 1998 to 2003.2003 and since 2016. 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”),and the Davis Series Mutual Funds andFunds. He also serves as a member of the Community FoundationInvestment Advisory Committee of Richmond.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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effectively votes a total of 76.1%56.7% of the Class A shares. Mr. Graham was a Director of Facebook, Inc. from December 2008 until June 2015. Mr. Graham is a Trustee of the Federal City Council andKIPP-DC.Council. He also serves as a Director of the DCGates Policy Initiative and of the D.C. College Access Program, where he stepped down as Chairman of the Board in January 2015, and he is aCo-Founderco-founder of TheDream.US. 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. Mr. Graham is thefather-in-law of Timothy J. O’Shaughnessy and an uncle of Katharine Weymouth, both of whom also serve as members of the Board.

Jack A. Markell

Mr. Markell, age 57,60, served from 2009 to 2017 as Governor of Delaware. Before he was elected Governor, Mr. Markell served 10 years as Delaware’s State Treasurer. Mr. Markell has served as a Director of the Company since 2017 and is a member of the Audit Committee. Prior to his public service, heMr. Markell held several executive leadership roles in corporationcorporate development, investor relations, strategic management and consulting with First Chicago Corporation, McKinsey & Company, Comcast Corporation and Nextel. Mr. Markell serves on the boards of Upstream USA, Symbiont.io, FS Credit Real Estate Income Trust, Scientific Games Corporation, Vemo Education, Generation USA, High Resolves and on the National Board of Directors of Jobs for America’s Graduates andGraduates. He also serves as a Trustee of the Annie E. Casey Foundation. Mr. Markell has served as a Director of the Company since 2017.Foundation, Strada Education Network and Delaware State University.

Timothy J. O’Shaughnessy

Mr. O’Shaughnessy, age 36,39, is President and Chief Executive Officer of Graham Holdings Company. He has served as a Director of the Company since November 2014 and is a member of the Finance and Executive Committees of the Board. Previously, he served as Chief Executive Officer of LivingSocial, which heco-founded in 2007. During his tenure, thee-commerce and marketing company grew sales to nearly $2 billion. Mr. O’Shaughnessy also worked at several media and technology companies, including AOL and Revolution Health. He is a graduate of Georgetown University a member of the Executive Committeeand is an officer of the Federal City Council and is a Director of Framebridge, Inc.Council. He is married to Laura Graham O’Shaughnessy, a daughter of Donald E. Graham. She is Chief Executive Officer of SocialCode, a social-media marketing technology and services company, wholly owned by the Company.

G. Richard Wagoner, Jr.

Mr. Wagoner, age 65,68, retired from General Motors Corporation (“GM”) in August 2009 after a32-year career. He has served as a Director of the Company since June 2010 and is a member of the Audit Committee. Mr. Wagoner served as Chairman and Chief Executive Officer of GM from May 2003 through March 2009 and had been President and Chief Executive Officer since June 2000. Other positions he held at GM include Executive Vice President and President of North American Operations; Executive Vice President, Chief Financial Officer and Head of Worldwide Purchasing; and President and Managing Director of General Motors do Brasil. On June 1, 2009, GM and its affiliates filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of New York, seeking relief under Chapter 11 of the U.S. Bankruptcy Code. Mr. Wagoner was not an Executive Officer or Director of GM at the time of that filing. Mr. Wagoner is a member of the Board of Directors of Invesco, Aleris InternationalChargePoint, Inc. and several privately held companies.Excelitas Technologies. In addition, he advises several investment and finance firms,start-ups and early stage ventures. Mr. Wagoner is a member of the Virginia Commonwealth University Board of 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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and Cable ONE. She serves as a Trustee of the Philip L. Graham Fund The Economic Cluband is the Chair of Washington, D.C., andthe Board for the Greater Washington Community Foundation. Ms. Weymouth is a niece of the Chairman of the Board of the Company, Mr. Graham.

NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

Tony Allen

Dr. Allen, age 50, has served as the 12^th President of Delaware State University, a public historically black land grant research university founded in 1891, since January 2020. Prior to becoming President, Dr. Allen served as Provost beginning in June of 2017. Dr. Allen led the Biden Presidential Inaugural Committee and serves on the Advisory Board of the Biden Transition Team. Previously, Dr. Allen served as Managing Director, Corporate Reputation, at Bank of America from January 2006 until August 2017. He began his financial services career as an Executive Vice President at MBNA America. Dr. Allen is a member of the Economic and Community Advisory Council for the Federal Reserve Bank of Philadelphia, the founding President of the Metropolitan Wilmington Urban League, Principal Advisor to the James H. Gilliam Fund for Social Justice & Equity, Co-Founder of Public Allies Delaware, and Chair Emeritus of the National Urban Fellows. Dr. Allen is the recipient of numerous awards, including the Whitney M. Young Award for Advancing Racial Equality, the Excellence in Education Award given by the Delaware Barristers Association, and Lifetime Achievement Awards from the National Urban Fellows and Public Allies. Dr. Allen became a Director in February, 2021. Dr. Allen brings an understanding of the higher education landscape, corporate operations and communications expertise and deep knowledge of the financial services sector to his work on the Board.

Christopher C. Davis

Mr. Davis, age 52, has served55, serves as Chairman of Davis Selected Advisers, NY, Inc., an investment adviser, since 2009.counseling firm that oversees more than $26 billion in assets as of December 31, 2020, including mutual funds and institutional separate accounts. The firm employs a research-driven, long-term approach to investing. He has served as a Director of the Company since January 2006 and is a member of the Audit and Executive Committees of the Board and Chairman of the Finance Committee. Mr. Davis became lead independent 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.,LP, as well as other entities controlled by Davis Selected Advisers, LP.LP, and a Director of The Coca-Cola Company. 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 and the Christopher and Elizabeth Davis 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 severalnon-profit organizations.

Anne M. Mulcahy

Mrs. Mulcahy, age 65,68, 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 has served as a Director of the Company since January 2008. She is Chairman of the Compensation Committee and also serves on the Executive Committee. Mrs. Mulcahy began her Xerox career as a field sales representative and assumed positions with increasing responsibility in sales and senior management. She was Vice President for Human Resources before becoming Chief Staff Officer and later Corporate Senior Vice President. She is a Director of Johnson & Johnson, LPL Financial, and LPL Financial.Williams Sonoma. As a result of the various leadership roles in which she has served at Xerox Corporation, Mrs. Mulcahy has experience in the core management skills relevant to a global branded organization, including matters relating to strategic oversight and execution. Her experience in compensation, benefits, human resource strategy and management development provides an important perspective to the 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 72, is retired from PepsiCo, Inc., a global food and beverage company, where he served as Executive Vice President–Government Affairs, General Counsel and Corporate Secretary from June 2012 to November 2014. From October 2004 to May 2011, when 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 Boards 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 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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Board Committees

The standing committees of the Board are 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 12)13), the Board does not have a nominating committee. Decisions on nominees to the Board are made through consultation among the Chairman of the Board and the other members of the Board. The Company has not utilized the services of any third party to assist in identifying and evaluating nominees.

Audit Committee

The functions of the Audit Committee include overseeing (i) management’s conduct of the Company’s financial reporting process (including the development and maintenance of systems of internal accounting and financial controls); (ii) the integrity of the Company’s financial statements; (iii) the Company’s compliance with legal and regulatory requirements; (iv) the qualifications and independence of the Company’s outside auditor; (v) the performance of the Company’s internal audit function; (vi) the outside auditor’s annual audit of the Company’s financial statements; and (vii) the preparation of certain reports required by the rules and regulations of the Securities and Exchange Commission.SEC. A current copy of the Audit Committee’s Charter is available on the Company’s website, www.ghco.com; a copy of such Charter will be furnished without charge to any shareholder upon written request addressed to the Treasurer, Graham Holdings Company at 1300 North 17th Street, Suite 1700, Arlington, VA 22209.

Christopher C. Davis, Thomas S. Gayner (Chairman) and, G. Richard Wagoner, Jr. and Jack A. Markell served on the Audit Committee in 2017.2020. The Board of Directors has determined that all members of the Audit Committee arenon-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 RegulationS-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 2017.2020.

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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 dispositions of businesses, incurrence of indebtedness, selection of managers of defined benefit plan assets, stock repurchase programs and certain other financial matters.

Christopher C. Davis (Chairman), Barry Diller (until his resignation on January 11, 2017), Thomas S. Gayner, Donald E. Graham, Timothy J. O’Shaughnessy and Katharine Weymouth served on the Finance Committee in 2017.2020.

The Finance Committee held one meeting in 2017.2020.

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.

Christopher C. Davis, Barry Diller (until his resignation on January 11, 2017), Donald E. Graham (Chairman), Anne M. Mulcahy Ronald L. Olson (until his term expired on May 4, 2017) and Timothy J. O’Shaughnessy served on the Executive Committee in 2017.2020.

The Executive Committee held no meetings in 2017.2020.

Meeting Attendance

The Board held a total of fivesix meetings in 2017.2020. Each Director attended at least 75% of the meetings of the Board and the committeesCommittees 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, eightnine Directors attended the 20172020 Annual Meeting of Shareholders.

Director Compensation

During 2017,2020, non-employee Directors received the following annual payments:

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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 or non-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 Tony Allen, 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 two times in May and September of 20172020 and expect to meet in executive session in 20182021 as appropriate.

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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 Withwith 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.www.compliance-helpline.com/GHCo.jsp.

STOCK HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information in the following two tables relates to each person who, on February 1, 2018,2021, 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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reports of changes in ownership of Class B Stock. Based upon information furnished by these persons, we believe that all required filings for 20172020 were made in a timely manner except for aone Form 4 filed on July 6, 2020, on behalf of Mr. O’ShaughnessyBollinger that was not filed on a timely basis to report shares transferred to a trust for the benefit of his wife, the beneficial ownership of which he disclaims.purchased on February 27, 2020.

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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 20172020 compensation for the Company’s named executive officers. The named executive officers for 20172020 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, talented and talenteddiverse 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.

COVID-19 Impact On Compensation

The COVID-19 pandemic made 2020 a year of profound societal and economic disruption globally. Despite these challenges, the Company demonstrated continued resiliency and worked aggressively to keep its employees and customers safe with improved cost structures at many of its businesses. The contributions of the Company’s executive leadership through the COVID-19 pandemic over the last year were a key component to the strength and durability of our strategy. We took the following actions with respect to our compensation program, among others, in 2020:

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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 also reviews Diversity, Equity and Inclusion results and initiatives across the company.

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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discusses, reviews and, in its sole discretion, modifiesmay modify 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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Base Salary

The Company pays the named executive officers base salaries to compensate them for services rendered during the fiscal year. Salaries for the named executive officers are based on their responsibilities, their prior experience and their recent performance and are evaluated against market data provided by outside surveys.surveys or publicly available information (such as the proxy filings of peer companies). For additional details on the use of outside surveys and other publicly available information, see “Setting Executive Compensation” above. Salaries for named executive officers are typically reviewed on a12-month24-month or longer cycle, except when there is a significant change in an executive’s responsibilities during such cycle. Such adjustments are determined by evaluating (i) the scope of the new responsibilities, (ii) the competitive market value of that role, (iii) the performance of the individual and (iv) the performance of the Company.

With respect to the base salary paid to Mr. O’Shaughnessy in 2017,2020, the Committee considered the base salaries paid to president and chief executive officers of peer companies and the Company’s results in 2016.2019.

As noted above, in response to the potential impact of the COVID-19 pandemic on the Company’s business, each of the Company’s named executive officers took a voluntary reduction in their annual base salary effective April 1, 2020. Such reductions ranged from 20% to 50% of the executive officer’s annual base salary and were restored in the fourth quarter of 2020, following improved clarity of the impact of the COVID-19 pandemic on the Company’s business and annual performance.

Performance-Based Incentive Compensation

To supplement base salaries and to reward management (including the named executive officers and other employees key to the long-term success of the Company) for meeting specific individual and financial goals, the Class A and Class B Shareholders of the Company adopted the 2012 ICPIncentive Compensation Plan (the “2012 ICP”) in May 2012. Prior to the adoption of the 2012 ICP, performance-based incentive compensation was awarded under the Incentive Compensation Plan (adopted in 2001) or the Stock Option Plan (reauthorized in 2003).

The purpose of these plans was and is to provide greater incentives to those employees who have been or will be responsible for the Company’s future growth, profitability and continued success and to strengthen the ability of the Company to attract, motivate and retain such employees. There are at present approximately 145146 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 20172020 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 2020.

In 2017,2020, 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 20172020 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 fourtwo of the past five years; in 2020, 2019 and 2017, the Company achieved less than 100% of its earnings per share goal, as adjusted to exclude certain items.

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The original diluted earnings per share goal for 20172020 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.$36.14. 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 20172020 annual budget. Specifically, these adjustments included additions for a pension budget variance;variance, unbudgeted goodwill and other long-lived asset impairment charges, LTIP expense variances from budget for Megaphone, Code3 and Decile, and an unfavorable income tax adjustment related to stock compensation. These additions were offset by foreign exchange gains, gains on unbudgeted new acquisitions, investments and dispositions;dispositions, unbudgeted net gains on marketable and other equity securities, and a Kaplan stock compensation expense variance. These additions were offset by foreign exchange gains.

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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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The performance measure used for GMG for both the 2015–20182017–2020 and 2017–20202019–2022 cycles is GMG’s cumulative cash flow margin ranking over the applicable four-year period compared to the cash flow margins of selected peer companies at the end of the award cycle. Cash flow margin is computed based on operating income before corporate allocation and before charges for interest, depreciation and amortization. As soon as practical after the award cycle, the Committee determines GMG’s cash flow margin rank among the cash flow margins of the peer companies and determines the payout value of each Performance Unit. The value of each Performance Unit is determined as set forth in the following table:

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 holds 7,500 units in the 2015–2018 cycle andpreviously held 10,000 units in the 2017–2020 cycle and currently holds 12,000 units in the 2019–2022 cycle; Mr. Cooney previously held 6,500 units in the 2017–2020 cycle and currently holds 6,500 units in the 2019–2022 cycle; Ms. Maddrey previously held 5,000 units in the 2017–2020 cycle and currently holds 5,000 units in the 2015–2018 cycle and 6,500 units in the 2017–2020 cycle; Mr. Rosen holds 7,000 units in the 2015–2018 cycle; Ms. Maddrey holds 5,000 units in the 2015–2018 cycle and 5,000 units in the 2017–20202019–2022 cycle; Ms. Demeter holds 4,000 units in the 2015–2018 cycle andpreviously held 4,000 units in the 2017–2020 cycle and currently holds 4,000 units in the 2019–2022 cycle; and Mr. Jones holds 4,500Rosen has no units in either cycle. In connection with her retirement, the 2015–2018 cycle.Compensation Committee approved the accelerated vesting on December 31, 2020, of Ms. Demeter’s 2019–2022 Performance Units in the amount of 4,000 Performance Units with payment, if any, to be made pursuant to the usual performance unit schedule in the first quarter of 2023.

Kaplan Long-Term Incentive Plans

A portion of Mr. Rosen’s performance-based compensation includes the 2018–2020 Kaplan LTIP. Mr. Rosen participated 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 75% of the award were satisfied at the end of 2020 and in respect of the remaining 25% will be satisfied at the end of 2021, 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. For the business unit component tied to Kaplan Higher Education, the Compensation Committee amended the plan period to 2019–2021, shifting the plan period back by one year while maintaining other aspects of the plan design. The Committee approved this shift in December 2019 in acknowledgement of the significant impact of the transition occurring in 2018 from Kaplan University to Purdue University Global. 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 75% of the award will be satisfied at the end of 2021 and in respect of the remaining 25% 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.

As noted above, for the business unit component tied to Kaplan International, the Compensation Committee amended the plan period to 2018–2019 and the baseline cumulative target to two years, removing 2020 from the calculations, as a result of the disproportionate impact of the COVID-19 pandemic on the Kaplan Languages business due to its reliance on international student travel. In making such determination, the Compensation Committee also considered that Kaplan International had been on track to surpass its operating income threshold following its 2018 and 2019 performance and that, but for Kaplan Languages, Kaplan International would have achieved such target.

For the enterprise component, Kaplan’s three-year cumulative operating income did not exceed the baseline three-year operating income target resulting in no payout of Mr. Rosen’s LTIP attributable to the enterprise component. For the business unit component, two of Kaplan’s business units achieved a cumulative operating income above the baseline operating income targets, which resulted in payout of the portion of Mr. Rosen’s LTIP attributable to Kaplan’s business unit component of $1,328,631.

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 connectionline with his assumption of the role of Chief Executive Officer in addition to

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calculated by increasing the closing price of Class B Stock on the grant date ($389.89) by a 4.5% compound annual growth rate equal to the U.S. 10 Year Treasury note yield on the date of grant (0.68%), compounded over the10 years. The employee stock option vests annually over six years at a rate of 10-yearone-sixth term(1/6th) per year. However, in the first quarter of 2021, the Company subsequently determined that 7,742 of the award. In April 2017,85,000 stock options approved on September 10, 2020, were not validly granted pursuant to the 2012 ICP because they exceeded the limit on the number of stock options that may be granted to any individual and such excess stock options were never granted under the 2012 ICP. All references in connectionthis Proxy Statement to the September 10, 2020 grant reflect only the stock options with his promotionrespect to Chief Financial Officer, Mr. Cooney received a grant of options to acquire 2,000the 77,258 shares of Class B Stock. This award will vest over asix-year periodcommon stock that were validly granted under the 2012 ICP. In determining future compensation for Mr. O’Shaughnessy, the Committee and was granted at an option price that was calculated by increasingour Board intend to take into consideration the closing price on the grant date by a 3.5% compound annual growth rate over the10-year term of the award.

In addition,value lost to Mr. O’Shaughnessy in connection with the Cable ONEspin-off,voiding of the Company adjusted both the number of shares underlying, and the exercise price of, outstandingexcess stock options held by employees who remained employed by the Company following the Cable ONEspin-off, including stock options held by each of Messrs. O’Shaughnessy, Rosen and Jones. Such adjustments resulted in incremental stock compensation expense for 2015 with respect to certain stock options, including those held by Messrs. Rosen and Jones. For additional details regarding the amounts of such incremental stock compensation expense and such adjustments, see the Summary Compensation Table.options.

Retirement Benefits

Qualified Defined Contribution and Defined Benefit Plan

Most employees of the Company, including certain named executive officers, are eligible to participate in the Company’s qualified defined contribution 401(k) savings plan that provides matching Company contributions and a defined benefit retirement plan. Benefits under these plans are determined on the basis of base salary only, exclusive of all bonuses, deferred compensation and other forms of remuneration.

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 cashtemporary Pre-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 temporary pre-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 benefitssuch accruals exceed those under the Company’s basic plans because of the tax law limitations (currently $55,000)$58,000). 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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Non-Qualified Deferred Compensation Plan

The Company also maintains a Deferred Compensation Plan.Plan, which has been closed to new participants and new deferrals for existing participants since December 2015. Mr. Rosen and Mr. Jones participateparticipates in the Deferred Compensation Plan.this plan. The Deferred Compensation Plan is an unfunded plan that allowed a select group of senior executives andnon-employee Directors the opportunity to voluntarily defer, on anon-qualified basis, the receipt of certain compensation payments or fees. For employee participants, including certain named executive officers, eligible compensation for deferral was limited to annual bonus and certain long-term cash awards (including Performance Unit grants) under the 2012 ICP. The Company closed the plan to new participants and new deferrals for existing participants as of December 2015.

Employment Agreements and Severance Packages

Mr. O’Shaughnessy’s Agreement

The Company entered into a letter agreement with Mr. O’Shaughnessy in October 2014 to incentivize him to accept the position of President of the Company. Pursuant to his employment agreement, Mr. O’Shaughnessy was entitled to a grant of 5,000 Performance Units in the 2013–2016 performance cycle and a grant of 7,500 Performance Units in the 2015–2018 cycle and was granted anew-hire option award of 77,258 (post Cable ONEspin-off) stock options. In addition, pursuant to Mr. O’Shaughnessy’s employmentletter agreement, if he is terminated for any reason other than cause while hisnew-hire option award remains outstanding, subject to the execution of a separation and release agreement within 30 days following his termination, he will vest in the next tranche of options that is scheduled to vest after his termination, and he will have up to three months (or shorter if through the expiration date of the award) following termination to exercise any vested options.

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-sumone-time lump-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

TheTo ensure business continuity, the Company entered into a letterconsulting agreement, effective January 1, 2021, with Ms. Demeter in March 2015. Under the terms of the letter agreement, ifunder which Ms. Demeter is terminated for any reason other than cause prior to June 1, 2018, the early retirement factor appliedprovides consulting services to the pension benefit payable under the Graham ScheduleCompany as an independent contractor for a period of The Retirement Plan (as described above) will be calculatedsix months following her retirement 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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COMPENSATION COMMITTEE REPORT

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

Anne M. Mulcahy, Chairman

Lee C. Bollinger

Larry D. Thompson

Katharine Weymouth

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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. Rosen and Ms. Demeter have met the eligibility requirements for Early Retirement (age 55, with 10 years of company service).

Mr. O’Shaughnessy, Mr. Cooney and Ms. Maddrey had not yet reached age 55.

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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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