Graham Holdings Company (GHC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 5, 2026, to elect directors and hold an advisory vote on executive compensation for 2025.

• Shareholders of record as of March 11, 2026, are eligible to vote, with voting available online, by phone, mail, or in person.

• The Board recommends voting for all director nominees and for the approval of executive compensation.

Voting matters and shareholder proposals

• Proposal 1: Election of ten directors—seven by Class A shareholders, three by Class B shareholders.

• Proposal 2: Advisory, non-binding vote by Class A shareholders on 2025 executive compensation.

• Shareholder proposals for the 2027 meeting must be submitted by November 24, 2026, for inclusion.

Board of directors and corporate governance

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

• Majority of directors are independent, despite controlled company status.

• Four standing committees: Audit, Compensation, Finance, and Executive; no nominating committee due to controlled company status.

• Non-management directors met in executive session twice in 2025; a Lead Independent Director presides.