Graham Holdings Files 8-K with Bylaw Amendments
Ticker: GHC · Form: 8-K · Filed: Sep 13, 2024 · CIK: 104889
Sentiment: neutral
Topics: corporate-governance, filing, bylaws
TL;DR
Graham Holdings filed an 8-K on 9/12, updating bylaws and financials. Watch for governance shifts.
AI Summary
Graham Holdings Co. filed an 8-K on September 12, 2024, reporting amendments to its articles of incorporation or bylaws and financial statements. The filing details changes to the company's governance structure and provides updated financial information. The company, formerly known as The Washington Post Company, is incorporated in Delaware and headquartered in Arlington, Virginia.
Why It Matters
This filing indicates potential changes in Graham Holdings' corporate governance or operational structure, which could impact its strategic direction and shareholder rights.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure and does not appear to involve any immediate financial distress or significant negative events.
Key Numbers
- 001-06714 — Commission File Number (Identifies the company's SEC filing record)
- 53-0182885 — I.R.S. Employer Identification No. (Company's tax identification number)
Key Players & Entities
- Graham Holdings Co (company) — Registrant
- The Washington Post Company (company) — Former name
- September 12, 2024 (date) — Date of earliest event reported
- Arlington, Virginia (location) — Principal executive offices location
- Delaware (location) — State of incorporation
FAQ
What specific amendments were made to Graham Holdings Co.'s articles of incorporation or bylaws?
The filing indicates amendments were made, but the specific details of these changes are not provided in the provided text excerpt. Further review of the full filing would be necessary.
What is the significance of the 'Financial Statements and Exhibits' item reported in this 8-K?
This item signifies that the filing includes updated financial information and supporting documents, which are crucial for investors to assess the company's financial health.
When was Graham Holdings Co. formerly known as The Washington Post Company?
The date of the name change from The Washington Post Company to Graham Holdings Co. was July 3, 1992.
Where are Graham Holdings Co.'s principal executive offices located?
The principal executive offices of Graham Holdings Co. are located at 1300 North 17th Street, Suite 1700, Arlington, Virginia 22209.
What is the fiscal year end for Graham Holdings Co.?
The fiscal year end for Graham Holdings Co. is December 31 (1231).
Filing Stats: 853 words · 3 min read · ~3 pages · Grade level 16.2 · Accepted 2024-09-13 16:45:01
Key Financial Figures
- $1.00 — stered Class B Common Stock, par value $1.00 per share GHC New York Stock Exchange
Filing Documents
- ghc-20240912.htm (8-K) — 37KB
- a2024-09x12form8xkexhibit31.htm (EX-3.1) — 105KB
- 0000104889-24-000047.txt ( ) — 292KB
- ghc-20240912.xsd (EX-101.SCH) — 2KB
- ghc-20240912_lab.xml (EX-101.LAB) — 22KB
- ghc-20240912_pre.xml (EX-101.PRE) — 13KB
- ghc-20240912_htm.xml (XML) — 3KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On September 12, 2024, the Board of Directors of Graham Holdings Company (the "Company") unanimously adopted Amended and Restated By-Laws of the Company (as amended and restated, the "Amended and Restated By-Laws"), effective immediately. The amendments adopted in the Amended and Restated By-Laws, among other things: include procedural and substantive requirements for (i) stockholder nominations of directors at a meeting of the stockholders, including the timing for providing notice of such nominations, the number of candidates that may be nominated, certain information requirements relating to nominating stockholders and director nominees and matters relating to the "universal proxy" rules set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended, and (ii) stockholder proposals of business to be transacted at a meeting of the stockholders, including the timing for providing notice of such proposals and certain information requirements relating to proposing stockholders and the proposals of business; provide that, unless the Company otherwise consents in writing to the selection of an alternative forum, (i) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and (ii) the Court of Chancery of the State of Delaware (the "Court of Chancery") (or, if and only if the Court of Chancery lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall be the exclusive forum for the resolution of certain internal corporate claims; remove the requirements that (i) at least three-fourths of the persons serving as directors must be citizens of the United States of Ameri
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit 3.1 Amended and Restated By-Laws of Graham Holdings Company, effective as of September 12, 2024. 2 Exhibit Index Exhibit 3.1 Amended and Restated By-Laws of Graham Holdings Company, effective as of September 12, 2024. 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: September 12, 2024 /s/ Nicole M. Maddrey Nicole M. Maddrey, Senior Vice President, General Counsel, Secretary 4