Shareholder Vote · Company Update

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 4, 2023 GRAHAM HOLDINGS CO MPANY (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.)       1300 North 17th 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 4, 2023, 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 nine persons nominated as Directors of the Company as set forth below: Class A Common Stock Nominees For Withheld Abstain Broker Non-Votes Thomas S. Gayner 964,001 — — — Donald E. Graham 964,001 — — — Anne M. Mulcahy 964,001 — — — Timothy J. O'Shaughnessy 964,001 — — — G. Richard Wagoner, Jr. 964,001 — — — Katharine Weymouth 964,001 — — — Class B Common Stock Nominees For Withheld Abstain Broker Non-Votes Tony Allen 2,050,989 976,511 — — Danielle Conley 2,797,283 230,217 — — Christopher C. Davis 1,847,541 1,179,959 — — Proposal 2: Advisory Vote by the Class A stockholders to Approve 2022 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 2022, as set forth below: Class A Common Stock For Against Abstain Broker Non-Votes 964,001 — — — Proposal 3: Advisory vote by the Class A stockholders to determine the frequency of future advisory votes on compensation awarded to the Company’s named executive officers The Company’s Class A stockholders approved, on an advisory basis, that an annual vote be held on compensation paid to the Company’s named executive officers, as set forth below: Class A Common Stock 1 Year 2 Years 3 Years Abstain Broker Non-Votes 964,001 — — — — 2 Item 8.01 Other Events. On May 4 2023, the Company issued the press release attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. Exhibit 99.1 Press release of Graham Holdings Company dated May 4, 2023 Exhibit Index    Exhibit 99.1 Graham Holdings Company Press Release dated May 4, 2023. Exhibit 104 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.         Graham Holdings Company     (Registrant)             Date: May 5, 2023   /s/ Nicole M. Maddrey     Nicole M. Maddrey, Senior Vice President, Secretary, General Counsel     4