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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