Graham Holdings Company (GHC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 6, 2025, with director elections and an advisory vote on executive compensation for 2024 on the agenda.

• Shareholders can vote online, by phone, mail, or in person, with specific instructions for 401(k) plan participants.

• The company is a diversified holding entity with operations in education, media, healthcare, automotive, and other sectors.

Voting matters and shareholder proposals

• Shareholders will elect ten directors: seven by Class A shareholders and three by Class B shareholders.

• Class A shareholders will have an advisory, non-binding vote on 2024 executive compensation.

• Shareholder proposals for the 2026 meeting must be submitted by November 26, 2025, for SEC proxy inclusion.

Board of directors and corporate governance

• The board consists of ten directors with diverse backgrounds in business, government, law, and education.

• Majority of the board and all committee members are independent under NYSE standards, despite controlled company status.

• The board has Audit, Compensation, Finance, and Executive Committees; no nominating committee due to controlled company status.

• Non-management directors met in executive session twice in 2024; a Lead Independent Director is appointed.