Graham Holdings (NYSE: GHC) investors back board and 2025 pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Graham Holdings Company reported the results of its Annual Meeting of Stockholders held on May 5, 2026. Stockholders elected ten directors to the board, with the Class A common stockholders casting 928,001 votes "for" each listed nominee.

Class B common stockholders supported nominees including Tony Allen, Danielle Conley, and Christopher C. Davis, with varying levels of votes "for" and "against." Class A stockholders also approved, on an advisory basis, the 2025 compensation of the company’s named executive officers, with 928,001 votes in favor and no votes against or abstaining.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A director votes: 928,001 votes for each nominee Tony Allen Class B vote: 2,008,684 for; 616,040 against; 1,600 abstain Danielle Conley Class B vote: 2,021,514 for; 603,512 against; 1,298 abstain +2 more

5 metrics

Class A director votes 928,001 votes for each nominee Election of directors, Class A Common Stock

Tony Allen Class B vote 2,008,684 for; 616,040 against; 1,600 abstain Election of directors, Class B Common Stock

Danielle Conley Class B vote 2,021,514 for; 603,512 against; 1,298 abstain Election of directors, Class B Common Stock

Christopher C. Davis Class B vote 1,630,311 for; 994,436 against; 1,577 abstain Election of directors, Class B Common Stock

Say-on-pay Class A vote 928,001 for; 0 against; 0 abstain Advisory vote on 2025 executive compensation

Key Terms

Annual Meeting of Stockholders, Class A Common Stock, Class B Common Stock, Advisory Vote, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"On May 5, 2026, Graham Holdings Company held its Annual Meeting of Stockholders."

Class A Common Stock financial

"Class A Common Stock Nominees"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B Common Stock financial

"Class B Common Stock Nominees"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Advisory Vote regulatory

"Advisory Vote by the Class A stockholders to Approve 2025 Compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation paid to the Company’s named executive officers for 2025"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

05/05/2026 - 04:46 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 5, 2026

GRAHAM HOLDINGS COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-06714

53-0182885

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1812 North Moore Street, Arlington, Virginia

22209

(Address of principal executive offices)

(Zip Code)

(703) 345-6300

(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 5.07 Submission of Matters to a Vote of Security Holders

On May 5, 2026, Graham Holdings Company held its Annual Meeting of Stockholders. The following is a summary of the final voting results for each matter presented to stockholders.

Proposal 1: Election of Directors

The Company’s stockholders elected the ten persons nominated as Directors of the Company as set forth below:

Class A Common Stock Nominees


	For	Against	Abstain
Thomas S. Gayner	928,001	—	—
Donald E. Graham	928,001	—	—
Jack Markell	928,001	—	—
Anne M. Mulcahy	928,001	—	—
Timothy J. O’Shaughnessy	928,001	—	—
G. Richard Wagoner, Jr.	928,001	—	—
Katharine Weymouth	928,001	—	—

Class B Common Stock Nominees


	For	Against	Abstain
Tony Allen	2,008,684	616,040	1,600
Danielle Conley	2,021,514	603,512	1,298
Christopher C. Davis	1,630,311	994,436	1,577

Proposal 2: Advisory Vote by the Class A stockholders to Approve 2025 Compensation Awarded to Named Executive Officers

The Company’s Class A stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for 2025, as set forth below:

Class A Common Stock


For	Against	Abstain
928,001	—	—

Exhibit Index


Exhibit 104			Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURE

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
						(Registrant)


Date: May 5, 2026						/s/ Nicole M. Maddrey
						Nicole M. Maddrey, Senior Vice President, Secretary, General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Graham Holdings (GHC) stockholders vote on at the 2026 annual meeting?

Stockholders at Graham Holdings’ 2026 annual meeting voted on electing ten directors and approving 2025 executive compensation. Class A and Class B shares voted separately on director nominees, while only Class A stockholders cast the advisory vote on named executive officer pay.

Which directors were elected by Graham Holdings (GHC) Class A stockholders?

Class A stockholders elected directors including Thomas S. Gayner, Donald E. Graham, Jack Markell, Anne M. Mulcahy, Timothy J. O’Shaughnessy, G. Richard Wagoner Jr., and Katharine Weymouth, with 928,001 votes cast in favor for each nominee and no votes recorded as against or abstaining.

How did Graham Holdings (GHC) Class B stockholders vote on board nominees?

Class B stockholders supported several nominees with mixed levels of support. Tony Allen received 2,008,684 votes for and 616,040 against, Danielle Conley received 2,021,514 for and 603,512 against, and Christopher C. Davis received 1,630,311 for and 994,436 against, with small numbers abstaining.

Was Graham Holdings’ 2025 executive compensation approved by stockholders?

Yes. Class A stockholders approved Graham Holdings’ 2025 compensation for named executive officers in an advisory vote. The result showed 928,001 votes in favor, with no votes against and no abstentions, indicating full support from the Class A voting block present for this proposal.

Who signed the Graham Holdings (GHC) 8-K reporting the 2026 meeting results?

The report summarizing the 2026 annual meeting results was signed on behalf of Graham Holdings Company by Nicole M. Maddrey. She is identified in the document as Senior Vice President, Secretary, and General Counsel, signing under the requirements of the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

3 documents