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.
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Exhibit Index
Exhibit 99.1 Press Release dated February 23, 2021
Cover Page Interactive Data File, formatted in Inline XBRL and included as
Exhibit 104 Exhibit 101.
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