Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Ms. Demeter will retire from Graham Holdings Company (the "Company") as Vice
President - Chief Human Resources Officer effective December 31, 2020.
Following her retirement, Ms. Demeter will provide consulting services to the
Company pursuant to a consulting agreement (the "Consulting Agreement"),
effective January 1, 2021. Under the terms of the Consulting Agreement, Ms.
Demeter has agreed to provide consulting services to the Company as an
independent contractor for a period of six months, which will require no more
than 80 hours per month. She will be entitled to receive compensation of $19,792
per month in addition to reimbursement for business expenses. Ms. Demeter will
not be entitled to participate in any employee benefit plan or arrangement
during the term of the Consulting Agreement, other than with respect to any
benefits previously accrued during her employment with the Company. The
Consulting Agreement may be terminated at any time by either party.
In connection with her retirement, the Compensation Committee approved the
accelerated vesting on December 31, 2020, of Ms. Demeter's: (i) 2019-2022
Performance Units in the amount of 4,000 Performance Units with payment, if any,
to be made pursuant to the usual performance unit schedule in the first quarter
of 2023, and (ii) 2019-2022 restricted stock awards, consisting of an equity
grant of 400 shares.
The foregoing description of the Consulting Agreement is qualified in its
entirety by reference to the Consulting Agreement filed as Exhibit 10.1 to this
report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Consulting Agreement, dated December 15, 2020, between Graham
Holdings Company and Denise Demeter
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Exhibit Index
Exhibit 10.1 Consulting Agreement, dated December 15, 2020, between Graham Holdings
Company and Denise Demeter
Cover Page Interactive Data File, formatted in Inline XBRL and included as
Exhibit 104 Exhibit 101.
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