Filed: 25 Feb 21, 9:43am
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 23, 2021
GRAHAM HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
|1300 North 17th Street, Arlington, Virginia||22209|
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol||Name of each exchange on which registered|
|Class B Common Stock, par value $1.00 per share||GHC||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|Emerging growth company||☐|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2021, Tony Allen was elected to the Board of Directors of Graham Holdings Company (the “Company”). The Board has not yet determined whether Dr. Allen will be a member of any committee of the Board. The Board determined that Dr. Allen qualifies as an "independent director" under New York Stock Exchange listing standards. There are no family relationships between Dr. Allen and any director or executive officer of the Company or any related party transactions involving Dr. Allen and the Company. There is no arrangement or understanding between Dr. Allen and any other person pursuant to which he was selected as a director. Dr. Allen’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, which consists of an annual cash retainer and reimbursement of out-of-pocket expenses for the meetings that he attends. The Company's non-employee director compensation practices are described in the Proxy Statement for the Company's 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 26, 2020 under the heading "Director Compensation."
A copy of the Company's press release announcing the election of Dr. Allen is furnished as Exhibit 99.1 to the Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press release dated February 23, 2021.
|Exhibit 104||Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Graham Holdings Company|
|Date: February 25, 2021||/s/ Nicole M. Maddrey|
|Nicole M. Maddrey,|
Senior Vice President, General Counsel, Secretary