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2: EX-99.1 Miscellaneous Exhibit HTML 10K
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(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iClass B
Common Stock, par value $1.00 per share
iGHC
iNew 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
i☐
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 September
15, 2022, Danielle Conley was elected to the Board of Directors of Graham Holdings Company (the “Company”). The Board has not yet determined whether Ms. Conley will be a member of any committee of the Board. The Board determined that Ms. Conley qualifies as an "independent director" under New York Stock Exchange listing standards. There are no family relationships between Ms. Conley and any director or executive officer of the Company or any related party transactions involving Ms. Conley and the Company. There is no arrangement or understanding between Ms. Conley and any other person pursuant to which she was selected as a director. Ms. Conley’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, a portion of which non-employee directors may elect to receive in the form of fully vested shares of the Company’s Class B common stock, and reimbursement of out-of-pocket expenses for the meetings that she attends. The Company's non-employee director compensation practices are described in the Proxy Statement for the Company's 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 24, 2022, under the heading "Director Compensation."
Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.
3
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.
