<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registration [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE WASHINGTON POST COMPANY
________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *1
_______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
*1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
_______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
(3) Filing Party:
_______________________________________________________________________
(4) Date Filed:
_______________________________________________________________________
<PAGE>
THE WASHINGTON POST COMPANY
1150 15th Street, N.W., Washington, D. C. 20071
March 31, 1995
To Our Stockholders:
You are cordially invited to the Company's 1995 Annual Meeting of
Stockholders, which will be held in the Ninth Floor Meeting Room, The Washington
Post Building, 1150 15th Street, N.W., Washington, D.C., on Thursday, May 11,
1995, at 9:00 o'clock in the morning.
At the meeting there will be a report on the Company's activities, and
Directors will be elected for the ensuing year.
It is important that your shares be represented at the meeting. Please sign
the accompanying Proxy and return it promptly in the envelope provided. If you
plan to attend, kindly so indicate in the space provided on the Proxy.
Sincerely yours,
Alan G. Spoon Donald E. Graham
President Chairman
<PAGE>
THE WASHINGTON POST COMPANY
Notice of Annual Meeting of Stockholders/May 11, 1995
The Annual Meeting of Stockholders of The Washington Post Company will be
held in the Ninth Floor Meeting Room, The Washington Post Building, 1150 15th
Street, N.W., Washington, D.C., 20071 on Thursday, May 11, 1995, at 9:00 a.m.,
Eastern Daylight Saving Time, for the following purposes:
1. To elect Directors for the ensuing year, as more fully described in
the accompanying Proxy Statement.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 13, 1995,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting.
It is important that your shares be represented and voted at the meeting,
and you should therefore sign and return your Proxy at your earliest
convenience.
By Order of the Board of Directors,
Diana M. Daniels, Secretary
Washington, D. C., March 31, 1995
<PAGE>
THE WASHINGTON POST COMPANY
1150 15th Street, N.W., Washington, D.C. 20071
PROXY STATEMENT
March 31, 1995
The accompanying Proxy is solicited by the Board of Directors of The
Washington Post Company (hereinafter called the "Company") for use at the Annual
Meeting of Stockholders to be held on Thursday, May 11, 1995, and at any
adjournment or adjournments thereof. A Proxy may be revoked at any time before
it is voted at the meeting. Solicitation of proxies will be made by the
Company's management through the mail, in person or by telegraph or telephone,
without additional compensation being paid to such members of the Company's
management, and the cost of such solicitation will be borne by the Company. In
addition, the Company will request brokers and other custodians, nominees and
fiduciaries to forward proxy cards and proxy soliciting material to the
beneficial owners of shares held of record by such persons, and the Company will
reimburse them for their expenses in so doing.
This Proxy Statement and the accompanying Proxy, together with a copy of
the Annual Report of the Company for the fiscal year ended January 1, 1995, are
being mailed to the stockholders on March 31, 1995. The Company has also filed
with the Securities and Exchange Commission a report on Form 10-K for such
fiscal year, a copy of which will be furnished without charge (except for
exhibits) to any stockholder upon his or her written request addressed to the
Treasurer of the Company at the address shown above. No material contained in
either of such reports is to be considered a part of the proxy soliciting
material.
As of the close of business on March 13, 1995, the record date for the
Annual Meeting, the Company had outstanding and entitled to vote 1,843,250
shares of Class A Common Stock (hereinafter called "Class A Stock") and
9,284,112 shares of Class B Common Stock (hereinafter called "Class B Stock"),
each of which is entitled to one vote upon all matters on which such class of
stock is entitled to vote. Only stockholders of record at the close of business
on March 13, 1995, are entitled to vote at the Annual Meeting or at any
adjournment thereof.
As of the date of this Proxy Statement the only matter that the Board of
Directors expects to present to the Annual Meeting is the election of Directors
for the ensuing year. Information with respect to the principal holders of the
Class A Stock and the Class B Stock is given below.
<PAGE>
ELECTION OF DIRECTORS
A Board of twelve Directors is to be elected, eight by the holders of Class
A Stock voting separately as a class and four by the holders of Class B Stock
voting separately as a class. All Directors will hold office until the next
Annual Meeting of Stockholders and until their respective successors shall have
been elected and shall have qualified or as otherwise provided in the By-laws of
the Company.
Each Class A Stock Proxy and each Class B Stock Proxy executed and returned
by a stockholder will be voted for the election of the respective Directors
hereinafter shown as nominees for each respective class of stock, unless
otherwise indicated on such Proxy. In the event that any nominee withdraws or
for any reason is not able to serve as a Director, the persons named in the
accompanying Proxy will either vote for such other person as the Board of
Directors may nominate or will not vote for anyone to replace such nominee. The
Board of Directors knows of no reason which would cause any nominee to be unable
to act or to refuse to accept nomination or election. Directors will be elected
by a plurality of the votes cast. Any shares not voted (whether by abstention,
broker non-vote or otherwise) have no impact on the vote.
Nominees for Election by Class A Stockholders
Martin Cohen
Mr. Cohen, age 63, is a Vice President of the Company, having served as
Vice President--Finance and Treasurer from 1975 until July 1987, when he
was elected to the Board of Directors. He is a member of the Finance
Committee of the Board. He is also a director and President of Homer News,
Inc., which publishes a weekly newspaper in Homer, Alaska, and is a member
of the Finance Committee of Children's Hospital National Medical Center. In
addition, he is a director and treasurer of Alliance for the Mentally Ill
of Montgomery County, Maryland. He also serves as a trustee of the Philip
L. Graham Fund.
George J. Gillespie, III
Mr. Gillespie, age 64, has since 1963 been a partner in Cravath, Swaine &
Moore, which is one of several law firms retained by the Company in 1993
and 1994 and which it proposes to retain in 1995. He has been a Director of
the Company since 1974 and serves as Chairman of the Finance Committee of
the Board. Mr. Gillespie is also a director of The Fund American
Enterprises Holdings, Inc., and the National Multiple Sclerosis Society, a
director and President of the Madison Square Boys & Girls Club, a director
and Secretary-Treasurer of the John M. Olin Foundation, Inc., a director
and President of the Pinkerton Foundation. Mr. Gillespie also serves on the
boards of a number of other foundations, educational institutions, and
charitable organizations.
<PAGE>
Donald E. Graham
Mr. Graham, age 49, has been Chairman of the Board of the Company since
September 1993 and Chief Executive Officer of the Company since May 9,
1991. Mr. Graham served as President of the Company between May 1991 and
September 1993. He is also Publisher of The Washington Post, a position he
has held since January 1979. Mr. Graham has been a Director of the Company
since 1974 and is a member of the Finance and Executive Committees of the
Board. He is the son of Katharine Graham, who is a Director and Chairman of
the Executive Committee of the Company. By virtue of his ownership of 14.2%
of the outstanding Class A Stock of the Company, his right to control the
vote, as a trustee of a certain family trust, of an additional 13.5% of
such stock, together with the ownership right of his mother, Katharine
Graham, of an additional 29.1% of such stock, Donald and Katharine Graham
effectively vote a total of 56.8% of the Class A shares. Mr. Graham is a
trustee of the Federal City Council and the Philip L. Graham Fund.
Katharine Graham
Mrs. Graham, age 77, has been Chairman of the Executive Committee since
September 1993. On September 9, 1993, Mrs. Graham stepped down as Chairman
of the Board, a position she had held since 1973. Mrs. Graham and her son,
Donald Graham, effectively vote a total of 56.8% of the Class A shares (see
above). Mrs. Graham has been a Director of the Company since 1957 and is a
member of the Finance and Executive Committees of the Board. Mrs. Graham is
also a director of the Council for Aid to Education, a trustee of the
Federal City Council, the Philip L. Graham Fund, the Reuters Founders Share
Company Limited and the Urban Institute, a Life Trustee of the University
of Chicago and an Honorary Trustee of The Committee for Economic
Development and George Washington University.
William J. Ruane
Mr. Ruane, age 69, has for more than seven years been Chairman of the Board
of Ruane, Cunniff & Co., Inc., an investment management firm, and Sequoia
Fund, Inc., a mutual fund. He was elected a Director of the Company in
September 1985 and is a member of the Audit and Finance Committees of the
Board of Directors. He is also a director of GEICO Corporation and the New
York Theatre Workshop and is a trustee of the Y.W.C.A. of New York and The
Carmel Hill Fund.
<PAGE>
Richard D. Simmons
Mr. Simmons, age 60, has been retired since June 30, 1991; prior to his
retirement he had been President and Chief Operating Officer of the Company
for nearly ten years. Since September 1981, he has been a Director of the
Company and is a member of the Compensation Committee of the Board of
Directors. Mr. Simmons is President of International Herald Tribune, S.A.,
French publishing company owned jointly by the Company and The New York
Times Company, a position he has held since 1989. Mr. Simmons is also a
director of Morgan Guaranty Trust Company of New York, J.P. Morgan & Co.
Inc., and Union Pacific Corporation, a member of the General Electric
Investment Corporation Equity Advisory Board, a trustee of The Phillips
Collection and a member of the Council of the White Burkett Miller Center
of Public Affairs at the University of Virginia.
Alan G. Spoon
Mr. Spoon, age 43, has been President since September 9, 1993 and Chief
Operating Officer of the Company and a Director of the Company since May 9,
1991 and is a member of the Executive and Finance Committees of the Board.
Mr. Spoon has served in various capacities with the Company since joining
in 1982 as Vice President for business development and planning. He is
Chairman of the Board of Trustees of the Norwood School and a Director of
the National Museum of Natural History.
George W. Wilson
Mr. Wilson, age 57, has for more than fourteen years been President and
Chief Executive Officer of Newspapers of New England, Inc., Newspapers of
New Hampshire, Inc., Newspapers of Massachusetts, Inc. and President of the
Concord Monitor, which is published in Concord, N.H. He was elected a
Director of the Company in September 1985 and serves as Chairman of the
Compensation Committee of the Board of Directors. Mr. Wilson is also a
director of New Directions for News, The Bakersfield (California)
Californian and The Associated Press.
Nominees for Election by Class B Stockholders
James E. Burke
Mr. Burke, age 70, is Chairman of the Partnership for a Drug-Free America.
Prior to his retirement in April 1989 he had been Chairman of the Board and
Chief Executive Officer of Johnson & Johnson, a leading manufacturer of
health care and other products. He joined the Board of Directors of the
Company in November 1989 and is a member of the Finance and Compensation
Committees of the Board. Mr. Burke is a trustee of the Robert Wood Johnson
Foundation and a member of the board of the Council of Foreign Relations.
He also serves on the boards of a number of other foundations, councils and
charitable organizations.
<PAGE>
Ralph E. Gomory
Mr. Gomory, age 65, has since 1989 been President of the Alfred P. Sloan
Foundation, a charitable foundation. Before assuming his present position
he had served for thirty years with IBM Corporation, where he was Senior
Vice President for Science and Technology from 1986 to 1989 after having
been Senior Vice President and Director of Research since 1970. He became a
Director of the Company in July 1989 and is a member of the Audit Committee
of the Board. In addition he is a director of Ashland Oil, Inc., Lexmark
International, Inc., Polaroid Corporation and The Bank of New York. He is
also a member of the National Academy of Sciences and the National Academy
of Engineering.
Donald R. Keough
Mr. Keough, age 68, has been Chairman of Allen & Company Incorporated since
April 1993 following his retirement as President, Chief Operating Officer
and a director of The Coca-Cola Company, a major international beverage
company. He has been a Director of the Company since 1989 and is a member
of the Audit Committee of the Board. He is also a director of National
Services Industries, Inc., The Home Depot, Inc., McDonald's Corporation and
H.J. Heinz Company. Mr. Keough is also a trustee of the University of Notre
Dame, Morehouse School of Medicine and St. Joseph's Hospital Foundation, a
director of Special Olympics and serves on the boards of a number of other
educational institutions and charitable organizations.
Barbara Scott Preiskel
Mrs. Preiskel, age 70, has been an attorney in private practice since March
1983, when she retired as Senior Vice President and General Counsel of the
Motion Picture Association of America, Inc., a position she had held since
December 1977. She was elected a Director of the Company in September 1985
and is Chairman of the Audit Committee of the Board of Directors. Mrs.
Preiskel is also a director of American Stores Company, General Electric
Company, Massachusetts Mutual Life Insurance Co. and Textron Inc., serves
as a trustee of Tougaloo College and Wellesley College, is Chairman of the
Distribution Committee of the New York Community Trust and is a director of
the American Museum of the Moving Image.
The standing committees of the Board include an Audit Committee, a
Compensation Committee, an Executive Committee and a Finance Committee. The
Board does not have a nominating committee.
The Audit Committee recommends the independent accountants appointed by the
Board to audit the consolidated financial statements of the Company, which
includes an inspection of the books and accounts of the Company, and reviews
with such accountants the scope of their audit and their report thereon,
including any questions and recommendations that may arise relating to such
audit and report or the Company's internal accounting and auditing procedures.
The Audit Committee met twice in 1994.
<PAGE>
The Compensation Committee considers and approves the Company's incentive
compensation and bonus programs, and specifically approves all salaries of
$150,000 or more per year, all incentive compensation awards and all other
bonuses (other than sales bonuses) of $5,000 or more, and also awards stock
options. During 1994 the Committee held three meetings.
The Executive Committee has and may exercise all of the powers of the Board
delegable by law in the management of the business and affairs of the Company.
During 1994 the Executive Committee met six times.
The Finance Committee considers and makes recommendations to the Board
relating to dividend policy, major acquisitions and dispositions of businesses,
incurrence of indebtedness, selection of managers of defined benefit plan
assets, stock repurchase programs and certain other financial matters. The
Finance Committee met twice in 1994.
During 1994 the Board held six regular bi-monthly meetings. Each of the
persons nominated by the Board for election as a Director attended at least 75%
of the aggregate of the total number of meetings held during 1994 of the Board
and of the committees on which he or she served.
Compensation of Directors
The only Directors of the Company who are compensated for serving in that
capacity are those who are not employees of the Company or its subsidiaries.
Starting in 1995 each such person receives an annual fee of $35,000 for service
as a Director and an additional $5,000 for service as chairman of a committee of
the Board. The Company reimburses all such Directors for their expenses incurred
in attending Board and committee meetings.
In July 1994, the Company extended its agreement with Mr. Richard D.
Simmons, a Director of the Company through March 31, 1996, under which Mr.
Simmons provides consulting and other services to the Company (see page 24).
Stockholder Proposals
The Securities and Exchange Commission requires the Company to submit to a
vote at its annual meetings, and to include in its proxy materials for such
meetings, stockholder proposals meeting the requirements of the Commission's
proxy rules if such proposals are submitted in a timely fashion by stockholders
entitled to vote thereon. Eligible proposals intended to be submitted to the
Company's annual meeting to be held in 1996 must be received by the Secretary of
the Company at its offices in Washington, D.C., no later than November 30, 1995.
<PAGE>
Holders of Class B Stock are entitled to vote only for the election of 30%
of the members of the Board of Directors (and, if required by the rules of the
New York Stock Exchange, on management proposals to reserve shares for stock
options or to acquire the stock or assets of other companies under certain
circumstances). In accordance with the rules of the Securities and Exchange
Commission, proposals submitted on other matters by holders of Class B Stock
have not been and will not be included in the Company's proxy materials for
annual meetings.
Stock Holdings of Certain Beneficial Owners and Management
The information in the following two tables relates to each person who on
February 1, 1995, was a "beneficial owner" (as defined under the proxy rules of
the Securities and Exchange Commission) of more than 5% of the Company's Class A
or Class B Stock. Under the proxy rules a person is deemed to be the "beneficial
owner" of stock if such person has (or shares) either investment power or voting
power over such stock, or has (or shares) the right to acquire such stock within
60 days by any of a number of means, including the conversion of another
security which is convertible into such stock. A substantial number of shares of
the Company's Class A and Class B Stock is held in trusts or subject to other
agreements which provide for the sharing of investment power, voting power or
both among several persons, each of whom is deemed by the Securities and
Exchange Commission to be a "beneficial owner" of the shares so held.
Furthermore, in many cases such persons do not include the beneficiary of the
trust who, although not deemed to be a "beneficial owner" in the absence of
voting or investment power over the shares, is nevertheless shown below as a
beneficial owner because of the beneficiary's economic interest in the shares.
In addition, since all the shares of Class A Stock are convertible at the option
of the holder into Class B Stock on a share-for-share basis, each "beneficial
owner" of shares of Class A Stock is deemed by the Securities and Exchange
Commission to be a "beneficial owner" of the same number of shares of Class B
Stock; in indicating below a person's "beneficial ownership" of shares of Class
B Stock it has been assumed that such person has converted into Class B Stock
all shares of Class A Stock of which such person is a "beneficial owner". For
these reasons there is very substantial duplication in the numbers of shares and
percentages shown in the following table.
<PAGE>
Principal Holders of Stock
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES(%)
BENEFICIAL OWNER CLASS A STOCK CLASS B STOCK*
--------------------- -------------- ---------------
<S> <C> <C>
Katharine Graham(a)(i) ................. 536,257(29.1%) 902,270(8.0%)
2920 R Street, N.W.
Washington, D.C.
Donald E. Graham(b)(i) ................. 941,469(51.1%) 3,542,099(31.5%)
3110 Newark Street, N.W.
Washington, D.C.
William W. Graham(c)(i) ................ 317,627(17.2%) **
Suite 401
11661 San Vincente Blvd.
Los Angeles, California
Stephen M. Graham(d)(i) ................ 323,889(17.6%) **
18 E. 78th Street
New York, N.Y.
Elizabeth G. Weymouth(e)(i) ............ 404,874(22.0%) 593,834(5.3%)
21 East 79 Street
New York, N.Y.
George J. Gillespie, III(f)(i) ......... 704,355(38.2%) 1,780,807(15.8%)
Sterling Road
Harrison, N.Y.
Berkshire Hathaway Inc.(g) ............. -- 1,727,765(15.3%)
1440 Kiewit Plaza
Omaha, Nebraska
Morgan Guaranty Trust Company .......... -- 593,391(5.3%)
of New York(h)
9 West 57th Street
New York, N.Y.
<FN>
__________________
* The calculations set forth in this table relating to percentage ownership
of Class B Stock include 1,843,250 shares of Class B Stock issuable upon
conversion of shares of Class A Stock beneficially owned.
** Less than five percent.
(Footnotes continued on following page)
<PAGE>
(Footnotes continued from preceding page)
(a) According to information as of February 1, 1995, and available to the
Company, Mrs. Graham has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 536,257 (29.1%)
shares, and sole investment power, 536,257 (29.1%) shares. Mrs. Graham
also has voting and investment power with respect to shares of Class B
Stock as follows: shared voting power, 226,370 (2.0%) shares, and shared
investment power, 226,370 (2.0%) shares. In addition Mrs. Graham, as the
beneficiary of a revocable trust, is deemed the beneficial owner of
139,643 (1.2%) shares of Class B Stock. Mrs. Graham is also deemed the
beneficial owner of 536,257 (4.8%) shares of Class B Stock issuable upon
conversion of shares of Class A Stock beneficially owned by her.
(b) According to information as of February 1, 1995, and available to the
Company, Mr. Donald Graham has voting and investment power with respect
to shares of Class A Stock as follows: sole voting power, 262,314
(14.2%) shares, sole investment power, 262,314 (14.2%) shares, shared
voting power, 679,155 (36.8%) shares, and shared investment power,
670,155 (36.3%) shares. Mr. Graham also has voting and investment power
with respect to shares of Class B Stock as follows: sole voting power,
1,957,442 (17.4%) shares, sole investment power 229,677 (2.0%) shares,
shared voting power 606,188 (5.4%) shares, and shared investment power,
606,188 (5.4%) shares. The holdings of Class B Stock recorded for Mr.
Graham includes 35,000 shares held by Mr. Graham's wife, in which he
disclaims beneficial ownership, and 941,469 (8.4%) shares issuable upon
conversion of shares of Class A Stock beneficially owned by Mr. Graham.
The holdings of Class B Stock recorded for Mr. Graham also include
shares of Class B Stock owned by subsidiaries of Berkshire Hathaway,
Inc., which have the sole investment power of the shares; sole voting
power is held by Mr. Donald Graham under an agreement dated as of
February 25, 1977, and amended and extended on September 13, 1985, which
has a termination date (which may be extended) of February 24, 1997.
(c) According to information as of February 1, 1995, and available to the
Company, Mr. William Graham has voting and investment power with respect
to shares of Class A Stock as follows: sole voting power, 107,514 (5.8%)
shares, sole investment power, 107,514 (5.8%), shared voting power,
85,697 (4.6%) shares, and shared investment power, 85,697 (4.6%) shares.
In addition, Mr. William Graham, as the beneficiary of trusts even
though he has no voting or investment power with respect thereto, is
deemed to be the beneficial owner of 124,416 (6.7%) shares of Class A
Stock. The holdings of Class B Stock recorded for Mr. Graham, including
shares issuable upon conversion of shares of Class A Stock beneficially
owned by Mr. Graham, are less than five percent.
(d) According to information as of February 1, 1995, and available to the
Company, Mr. Stephen Graham has voting and investment power with respect
to shares of Class A Stock as follows: sole voting power, 138,976 (7.5%)
shares, sole investment power, 138,976 (7.5%) shares, shared voting
power, 60,497 (3.3%) shares and shared investment power, 60,497 (3.3%)
shares. In addition, Mr. Stephen Graham, as the beneficiary of trusts
even though he has no voting or investment power with respect thereto,
is deemed to be the beneficial owner of 124,416 (6.7%) shares of Class A
Stock. The holdings of Class B Stock recorded for Mr. Graham, including
shares issuable upon conversion of shares of Class A Stock beneficially
owned by Mr. Graham, are less than five percent.
(Footnotes continued on following page)
<PAGE>
(Footnotes continued from preceding page)
(e) According to information as of February 1, 1995, and available to the
Company, Mrs. Weymouth has voting and investment power with respect to
shares of Class A Stock as follows: sole voting power, 93,834 (5.1%)
shares, sole investment power, 93,834 (5.1%) shares, shared voting
power, 248,832 (13.5%) shares, and shared investment power, 248,832
(13.5%) shares. In addition Mrs. Weymouth, as the beneficiary of a trust
even though she has no voting or investment power with respect thereto,
is deemed the beneficial owner of 62,208 (3.4%) shares of Class A Stock.
Mrs. Weymouth also has voting and investment power with respect to
shares of Class B Stock as follows: sole voting power, 20,000 ( shared
voting power, 135,168 (1.2%) shares, shared investment power, 135,168
(1.2%) shares. In addition, Mrs. Weymouth, as the beneficiary of a trust
even though she has no voting or investment power with respect thereto,
is deemed the beneficial owner of 33,792 ( (3.6%) of Class B Stock
issuable upon conversion of shares of Class A Stock beneficially owned
by her.
(f) According to information as of February 1, 1995, and available to the
Company, Mr. Gillespie, as trustee of various trusts, has voting and
investment power with respect to shares of Class A Stock as follows:
shared voting power, 704,355 (38.2%) shares, and shared investment
power, 704,355 (38.2%) shares. In addition, Mr. Gillespie has voting and
investment power with respect to shares of Class B Stock as follows:
sole voting power, 683,744 (6.1%) shares, sole investment power, 149,643
(1.3%) shares, shared voting power, 392,708 (3.5%) shares, and shared
investment power, 926,809 (8.2%) shares. The holdings of Class B Stock
recorded for Mr. Gillespie include 4,000 shares held in trust for the
benefit of Mr. Gillespie's wife, in which shares he disclaims any
beneficial interest, and 704,355 (6.3%) shares issuable upon conversion
of shares of Class A Stock deemed to be beneficially owned by Mr.
Gillespie, as trustee of various trusts.
(g) According to information as of February 1, 1995, and available to the
Company, Berkshire Hathaway, Inc. ("Berkshire") was the beneficial owner
of 1,727,765 (15.3%) shares of Class B Stock. The ownership of these
shares is through several subsidiaries of Berkshire. Mr. Warren E.
Buffett is Chairman of the Board of Berkshire. Mr. Buffett, his wife and
a trust of which Mr. Buffett is a trustee, but in which he has no
economic interest, own approximately 43.8% of the outstanding shares of
Berkshire and Mr. Buffett may be deemed to be in control of Berkshire
under Federal securities laws. With respect to shares of Class B Stock
owned by subsidiaries of Berkshire, Mr. Buffett, Berkshire and such
subsidiaries may be considered to share investment power. Pursuant to an
agreement dated as of February 25, 1977 and amended and extended on
September 13, 1985 (which has a termination date (which may be extended)
of February 24, 1997), Mr. Buffett, Berkshire and such subsidiaries have
granted Mr. Donald Graham a proxy to vote such shares in his discretion.
(h) According to information as of February 1, 1995, and available to the
Company, Morgan Guaranty Trust Company of New York ("Morgan"), was the
beneficial owner of 593,391 (5.3%) shares of Class B Stock. This number
includes shares of Class B Stock as to which Morgan has or shares voting
and investment power as follows: sole voting power, 21,500 ( shared
voting power, 28,790 (
(i) According to information as of February 1, 1995, and available to the
Company, Mr. Donald Graham, Mrs. Weymouth, and Mr. Gillespie share
voting and investment power over 248,832 (13.5%) shares of Class A
Stock; Mr. Gillespie and Mr. William Graham share voting and investment
power over 25,200 (1.4%) shares of Class A Stock; Mr. Gillespie, Mr.
William Graham and Mr. Donald Graham share voting and investment power
over 60,497 (3.3%) shares of Class A Stock; Mr. Gillespie, Mr. Stephen
Graham and Mr. Donald Graham share voting and investment power over
60,497 (3.3%) shares of Class A Stock; Mr. Donald Graham and Mr.
Gillespie share investment power over 309,329 (16.8%) shares of Class A
Stock; Mr. Donald Graham and Mr. Gillespie share voting and investment
power over 244,650 (2.2%) shares of Class B Stock; Mr. Donald Graham,
Mrs. Graham and Mr. Gillespie share voting and investment power of 2,600
( Graham share voting and investment power over 223,770 (2.0%) shares of
Class B Stock held by the Philip L. Graham Trust; and Mr. Gillespie and
Morgan share investment powers over 556,201 (4.9%) shares of Class B
Stock.
</TABLE>
<PAGE>
The table below, which is based upon information furnished to the Company
by its Directors and officers, shows as of February 1, 1995, for each person
nominated for election as a Director, and for all Directors and executive
officers of the Company as a group, the number of shares of each class of Common
Stock "beneficially owned" (as defined in the Securities and Exchange
Commission's proxy rules) and, in the case of each nominee for election as a
Director, the nature of such "beneficial ownership". For the reasons set forth
in the first paragraph of this section of the Proxy Statement, there is very
substantial duplication in the numbers of shares and percentages shown in the
following table.
Holdings of Directors and Officers***
<TABLE>
<CAPTION>
SHARES (%)
-------------------------------
CLASS A CLASS B(G)
--------- ----------
<S> <C> <C>
James E. Burke................................... -- 1,000*
Martin Cohen(a)(f)............................... -- 245,075(2.2%)
George J. Gillespie, III**....................... 704,355(38.2%) 1,780,807(15.8%)
Ralph E. Gomory.................................. -- 1,000*
Donald E. Graham**(f)............................ 941,469(51.1%) 3,542,099(31.5%)
Katharine Graham**(f)............................ 536,257(29.1%) 902,270(8.0%)
Donald R. Keough................................. -- 500*
Barbara Scott Preiskel........................... -- 300*
William J. Ruane(b).............................. -- 2,482*
Richard D. Simmons(c)............................ -- 12,913*
Alan G. Spoon(d)................................. -- 20,091*
George W. Wilson................................. -- 200*
All Directors and executive officers as a group,
eliminating duplications......................... 1,502,926(81.5%) 4,900,148(43.5%)(e)
<FN>
______________
* Less than one percent.
** See Table of "Principal Holders of Stock" on page 8.
*** Unless otherwise indicated, the Directors and officers listed below have
sole voting and investment power with respect to such securities.
(Footnotes continued on following page)
<PAGE>
(Footnotes continued from preceding page)
(a) According to information as of February 1, 1995, and available to the
Company, this number includes shares of Class B Stock as to which Mr.
Cohen has voting and investment powers as follows: sole voting power,
21,305 ( (2.0%) shares, and shared investment power, 223,770 (2.0%)
shares.
(b) According to information as of February 1, 1995, and available to the
Company, this number includes shares of Class B Stock as to which Mr.
Ruane has voting and investment power as follows: sole voting power,
2,154 ( includes 20 shares owned by Mr. Ruane's daughter and 8 shares
owned by Mr. Ruane's son, in which shares he disclaims any beneficial
interest.
(c) This number includes 10,000 shares of Class B Stock as to which Mr.
Simmons has a right to acquire on or before April 1, 1995, by exercise
of stock options.
(d) This number includes 15,500 shares of Class B Stock as to which Mr.
Spoon has a right to acquire on or before April 1, 1995, by exercise of
stock option.
(e) This number includes 1,502,926 shares of Class B Stock issuable upon
conversion of shares of Class A Stock "beneficially owned" by Directors
and officers and 53,000 shares of Class B Stock which Directors and
officers have the right to purchase on or before April 1, 1995 pursuant
to stock options; it does not include 213,034 shares of Class B Stock
held as of February 1, 1995 by the trustee of various savings plans
maintained by the Company and its business units over which the trustee
has voting and investment powers.
(f) In addition to the information set forth in footnote (i) in the Table of
"Principal Holders of Stock", Mr. Cohen also shares with Mr. Donald
Graham and Mrs. Graham voting and investment power over 223,770 (2.0%)
shares of Class B Stock in connection with the Philip L. Graham Fund.
(g) Includes 1,843,250 shares of Class B Stock issuable upon conversion of
shares of Class A Stock beneficially owned.
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the New York Stock Exchange initial reports of
ownership and reports of changes in ownership of Class B Common Stock.
To the Company's knowledge, based solely on a review of such reports and on
information furnished to the Company and written representations that no other
reports were required, during the fiscal year ended January 1, 1995, all
applicable Section 16(a) filing requirements were complied with.
<PAGE>
Executive Compensation
The following table shows the compensation paid by the Company and its
subsidiaries during 1994, 1993 and 1992 to each of the chief executive officer
and the four most highly compensated executive officers of the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------- -------------------------------------
AWARDS PAYOUTS
OTHER ------------------------- ----------
ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND PRINCIPAL COMPENSA STOCK UNDERLYING LTIP COMPENSA-
POSITION YEAR SALARY ($) BONUS ($) TION ($) AWARD(S)($)(3) OPTIONS(#) PAYOUTS($) TION($)(6)
------------------ ----- --------- ---------- --------- -------------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DONALD E. GRAHAM . 1994 $399,996 -- -- -- -- -- $ 7,800
CHIEF EXECUTIVE .. 1993 399,996 -- -- $125,966 -- $ 79,642 11,792
OFFICER ........... 1992 399,996 -- -- -- -- 178,658 11,443
ALAN G. SPOON...... 1994 429,996 $ 323,145 -- -- -- -- 22,360
PRESIDENT AND
CHIEF ............. 1993 380,004 237,500 103,626 -- 52,503 19,263
OPERATING OFFICER 1992 360,004 282,960 -- -- -- 117,777 18,000
HOWARD E.
WALL((1)).......... 1994 310,000 230,205 -- -- -- -- 21,500
VICE PRESIDENT ... 1993 298,750 300,000 $ 28,111((2)) 85,822 -- 79,642 18,192
1992 285,000 162,735 -- -- -- 178,658 17,578
RICHARD M. SMITH .. 1994 310,000 90,000 -- -- -- 361,950 17,050
VICE PRESIDENT ... 1993 298,808 130,000 -- 85,822 -- 47,397 16,434
1992 295,808 200,000 -- -- -- 106,323 16,269
G. WILLIAM RYAN ... 1994 309,998 923,000((4)) 135,032((5)) -- -- 1,560,000 12,501
VICE PRESIDENT ... 1993 298,750 239,000 -- 85,822 -- 79,642 11,950
1992 285,000 228,000 -- -- 2,000 178,658 11,400
<FN>
________________
(1) Mr. Wall retired at the end of 1994.
(2) In 1993, the Company reimbursed Mr. Wall $28,111 for taxes incurred in
conjunction with reimbursed moving expenses paid by the Company, which
expenses fell below the reporting threshold.
(3) The numbers in this column represent the dollar value of the restricted
stock awarded to the named executive in the relevant fiscal year. As of
the end of fiscal 1994, the Chief Executive Officer and the other named
executives had the following aggregate restricted stock holdings: Mr.
Graham--1,076 shares, $260,930; Mr. Spoon--899 shares, $218,008; Mr.
Wall--754 shares, $182,845; Mr. Smith--738 shares, $178,965; Mr.
Ryan--754 shares, $182,845. On December 8, 1994, the Compensation
Committee of the Board of Directors approved restricted stock grants
effective January 2, 1995, for the 1995-98 award cycle to a number of
employees, including four of the five individuals whose compensation is
shown above: Mr. Graham--551 shares, $133,824; Mr. Spoon--454 shares,
$110,265; Mr. Smith--376 shares, $91,321; and Mr. Ryan--376 shares,
$91,321; thus these grants are not included in the aggregate restricted
stock holdings at the end of fiscal 1994, as listed in the preceding
sentence. Mr. Wall retired at the end of 1994 and did not receive an
award of restricted stock for the 1995-98 award cycle. Dividends are paid
on restricted stock and are the same as dividends on non-restricted
stock.
<PAGE>
(Footnotes continued from preceding page)
(4) This amount includes a special deferred compensation credit of $675,000.
(5) This amount includes $112,940 in relocation allowances and tax gross ups
and $22,092 in country club fees.
(6) Contributions to 401(k) savings plans and the Supplemental Executive
Retirement Plan ("SERP") constitute "all other compensation" for 1994 as
follows: Mr. Graham--$7,800 in Company contributions to 401(k) plan; Mr.
Spoon--$7,800 in Company contributions to 401(k) plan and $14,560 in
Company credits to SERP account; Mr. Wall--$7,500 in Company
contributions to 401(k) plan and $14,000 in Company credits to SERP
account; Mr. Smith--$8,250 in Company contributions to 401(k) plan and
$8,800 in Company credits to SERP account; Mr. Ryan--$4,500 in Company
contributions to 401(k) plan and $8,001 in Company credits to SERP
account.
</TABLE>
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
(#) ($)
SHARES --------------------------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
------------ ------------ ----------- --------------- --------------
<S> <C> <C> <C> <C>
Donald E.
Graham.......... -- -- -- --
Alan G. Spoon .. -- -- 15,500/52,500((1)) $374,063/$52,188
Howard E. Wall . -- -- 3,500/0 $ 87,000/$0
Richard M.
Smith........... -- -- 6,500/500 $187,438/$10,438
G. William
Ryan............ -- -- 6,000/1,000 $103,625/$16,625
<FN>
______________
(1) Of Mr. Spoon's unexercised options, one option is for 50,000 shares of
Class B Stock at a price of $318.50 (compared to a mean market price of
$178.1875 on December 19, 1991, the date on which the option was
granted), which does not become exercisable until June 30, 1999.
</TABLE>
<PAGE>
Retirement Plans
Basic Plans. Most employees of the Company and its Newspaper, Magazine and
Broadcasting Divisions, including the individuals identified in the table on
page 13, are eligible to participate (subject to minimum service requirements)
in one or another of the defined benefit retirement plans maintained by the
Company and those Divisions. Benefits under these basic plans are determined on
the basis of base salary only, exclusive of all bonuses, deferred compensation
and other forms of remuneration. The Company and each of its business units also
maintain savings plans in which most employees are eligible to participate
(subject to minimum service requirements). (For a number of years the Cable
Division also maintained a defined benefit retirement plan; effective in January
1989 it ceased accruing benefits under that plan, which has been terminated, and
the Cable Division began making contributions to a savings plan for eligible
employees whether or not they contributed to the savings plan.)
Supplemental Executive Retirement Plan. All amounts over $120,000 that
would otherwise be payable under a basic defined benefit retirement plan are
currently subject to reduction because of the annual pension limitation imposed
by the Tax Equity and Fiscal Responsibility Act of 1982, although the extent of
such reductions may vary in individual cases depending on circumstances existing
at the time retirement payments commence. In addition, the Omnibus Budget
Reconciliation Act of 1993 provides that starting in 1994, with certain
exceptions, defined benefit pension benefits and defined contribution plan
benefits payable by tax-qualified plans may not be based on annual compensation
exceeding $150,000, as indexed.
To offset these limitations on retirement benefits, the Company adopted
effective January 1, 1989, an unfunded Supplemental Executive Retirement Plan
(the "SERP") which is patterned after similar plans adopted by many other
companies. Under the Company's SERP there will be calculated for certain
participating executives (including the executive officers included in the table
on page 13) a "supplemented normal retirement benefit", which will be determined
under the rules of the applicable qualified defined benefit retirement plan, but
without reference to either of the above-mentioned limitations and will also
include in earnings not only base salary (as in the past) but also bonuses under
the Annual Incentive Compensation Plan. The SERP also provides a supplemental
defined contribution plan benefit, which is equal to the applicable company
matching contribution percentage times the participating executive's base salary
that is in excess of the annual covered compensation limit with respect to
qualified plan benefits. The executive is required to make contributions to the
SERP in order to receive the applicable matching company credit each year.
Starting in 1994, a number of other management employees (not including the
executive officers included in the table on page 13) became participants under
the Company's SERP with respect to the supplemental normal retirement benefit
only. For these participants, the supplemented normal retirement benefits will
be determined without reference to either of the above-mentioned limitations,
but will include in only base salary and not bonuses. In each case in which a
retiring executive's supplemented normal retirement benefit exceeds the benefit
payable by the retirement plan or plans in which the executive has participated,
the Company will pay such excess amount to him or her as a supplemental
retirement benefit. Participation in the SERP is determined by the Compensation
Committee of the Board of Directors, which has designated as participants a
number of senior executives including all those named in the table on page 13
(except that Mr. Graham, who has elected not to participate in savings plan
features of the SERP, will be covered only by the retirement plan features of
the SERP described above).
<PAGE>
As of December 31, 1994, Mr. Wall had three years of service under the
Company plan and four years of service under the discontinued Post-Newsweek
Cable plan, Mr. Spoon had 13 years of service under the Company plan, Mr. Smith
had 24 years of service under the Newsweek plan, Mr. Ryan had 21 years of
service under the Post-Newsweek Stations plan and Mr. Graham had 21 years under
the Company plan.
The following tables show the estimated annual benefits payable upon
retirement at age 65 to persons in specified remuneration and years-of-service
classifications who participate in both the basic retirement plans and the SERP
(which includes all the individuals identified in the table on page 13):
Pension Plan Tables
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION (COMPUTED AS
STRAIGHT LIFE ANNUITY) FOR
COVERED REPRESENTATIVE YEARS OF CREDITED SERVICE
COMPENSATION 10 15 20 25 30 35
------------ -- -- -- -- -- --
COMPANY PLAN(A)(C)
------------------
<S> <C> <C> <C> <C> <C> <C>
$300,000....... $ 54,000 $ 81,000 $108,000 $135,000 $162,000 $162,000
400,000....... 71,500 107,250 143,000 178,750 214,500 214,500
450,000....... 80,250 120,375 160,500 200,625 240,750 240,750
500,000....... 89,000 133,500 178,000 222,500 267,000 267,000
550,000....... 97,750 146,625 195,500 244,375 293,250 293,250
600,000....... 106,500 159,750 213,000 266,250 319,500 319,500
650,000....... 115,250 172,875 230,500 288,125 345,750 345,750
700,000....... 124,000 186,000 248,000 310,000 372,000 372,000
750,000....... 132,750 198,875 265,000 331,625 398,250 398,250
800,000....... 141,500 212,250 283,000 353,750 424,500 424,500
850,000....... 150,250 225,375 300,500 375,625 450,750 450,750
</TABLE>
Footnotes appear on page 17.
<PAGE>
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION (COMPUTED AS
STRAIGHT LIFE ANNUITY) FOR
COVERED REPRESENTATIVE YEARS OF CREDITED SERVICE
COMPENSATION -------------------------------------------------------
------------- 10 15 20 25 30 35
POST-NEWSWEEK -- -- -- -- -- --
STATIONS
PLAN(A)(C)
-------------------
<S> <C> <C> <C> <C> <C> <C>
$300,000........... $ 53,500 $ 80,500 $107,500 $134,500 $161,500 $161,500
400,000........... 71,000 106,750 142,500 178,250 214,000 214,000
450,000........... 79,750 119,875 160,000 200,155 240,250 240,250
500,000........... 88,500 133,000 177,500 222,000 266,500 266,750
550,000........... 97,250 146,125 195,000 243,875 292,750 292,750
600,000........... 106,000 159,250 212,500 265,750 319,000 319,000
650,000........... 114,750 172,375 230,000 287,625 345,250 345,250
700,000........... 123,500 185,500 247,500 309,500 371,500 371,500
750,000........... 132,250 198,375 265,000 331,125 397,500 397,500
800,000........... 141,000 211,750 282,500 353,250 424,000 424,000
850,000........... 149,750 224,375 300,000 375,125 450,250 450,250
NEWSWEEK PLAN(B)(C)
-------------------
$300,000........... $ 31,500 $ 47,250 $ 63,000 $ 78,750 $ 96,000 $112,500
400,000........... 41,500 62,250 83,000 103,750 126,500 148,500
450,000........... 46,500 69,750 93,000 116,250 141,750 166,500
500,000........... 51,500 77,250 103,000 128,950 157,000 184,500
550,000........... 56,500 84,750 113,000 141,250 172,250 202,500
600,000........... 61,500 92,250 123,000 153,750 187,500 220,500
650,000........... 66,500 99,750 133,000 166,250 202,750 238,500
700,000........... 71,500 107,250 143,000 178,750 218,000 256,500
750,000........... 76,500 114,750 153,000 191,250 233,250 274,500
800,000........... 81,500 122,250 163,000 203,750 248,500 292,500
850,000........... 86,500 129,750 173,000 216,250 263,750 310,500
<FN>
________________
(a) Before deducting the effect on benefits of an offset applicable to
benefits paid under the Company Plan and the Post-Newsweek Stations Plan
and based on average social security covered compensation over the
employee's career. For an individual retiring at age 65 during 1995 the
deduction would be as follows for the indicated number of years of
credited service: 10 years, $1,944; 15 years, $2,916; 20 years, $3,888;
25 years, $4,860; 30 and 35 years, $5,832.
(b) Newsweek's plan required employee contributions until the end of 1982,
when it was amended to make the plan non-contributory. The benefits
shown in the table are those provided under the amended plan.
(c) Plan provides increased benefits for years of service after 1991. The
benefits shown in the table are those provided for service after that
year.
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overall Policy
The Company's executive compensation program is based on the premise that
compensation should be competitive and linked to corporate performance. To that
end, the Company has developed an overall compensation strategy and compensation
plans that tie a significant portion of executive compensation to the Company's
success in meeting specified short-term and long-term performance goals and to
long-term appreciation in the Company's stock price. The strategy also supports
]an environment that rewards Company and business unit achievement as compared
to that of industry performance levels over a number of years, where such
comparisons are appropriate. The overall objectives of this strategy are to
attract and retain key executive talent critical to the long-term success of the
Company, to motivate these executives to achieve goals inherent in the Company's
business strategy, to link executive and shareholder interests through
equity-based plans and finally to provide a compensation package that recognizes
individual contributions as well as overall business results.
Each year the Compensation Committee conducts a full review of the
Company's executive compensation program. This review includes a comprehensive
report from the Company's Vice President of Human Resources assessing the
effectiveness of the Company's compensation program and comparing the Company's
executive compensation, corporate performance and total return to shareholders
to a group of corporations that represent companies with business portfolios
similar to that of the Company. The Compensation Committee reviews the selection
of peer companies used for compensation purposes. Certain information about
compensation levels in other media companies included in this report is
collected by independent consultants. The Compensation Committee uses the median
executive compensation range of such peer companies as a guideline in setting
the compensation of the Company's executives. The peer companies used for
compensation purposes are constructed on a division by division basis and, thus,
are not necessarily identical to the peer group index in the Performance Graph
included in this proxy statement. For example, in determining the companies by
which to measure the Company's cable division, the comparison is made with
purely cable companies or cable divisions within multimedia companies; in
contrast the peer group selected for comparison purposes in the Performance
Graph consists of companies with multimedia holdings. The annual compensation
reviews permit an ongoing evaluation of the link between the Company's and its
business units' performance and its executive compensation in the context of the
compensation programs of other companies and of the Company's total return to
shareholders.
The Compensation Committee determines the compensation of approximately the
50 most highly compensated corporate and divisional executives, including the
chief executive officer and the other individuals whose compensation is detailed
in this proxy statement (the "named executives"). In reviewing the individual
performance of the named executives, the Compensation Committee takes into
account the views of Mr. Graham and Mr. Spoon.
<PAGE>
The key elements of the Company's executive compensation consist of base
salary, annual bonus, performance units, restricted stock and stock options. The
Compensation Committee's policies with respect to each of these elements,
including the bases for the compensation awarded to Mr. Graham, the Company's
chief executive officer, are discussed below. In addition, while the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to an individual, including pension and savings plan benefits,
supplemental retirement benefits and other benefits as well.
Base Salaries
Base salaries for executive officers are initially determined by evaluating
the responsibilities of the position held and the experience of the individual,
and by reference to the competitive marketplace for executive talent, including
a comparison to base salaries for comparable positions at other media companies.
Salary adjustments are generally implemented on a twelve- to eighteen-month
cycle and upon promotion. Such adjustments are determined by evaluating the
performance of the Company and the individual executive officer, and may also
take into account new responsibilities. In the case of executive officers with
responsibility for a particular business unit, such unit's financial results are
also considered, including, depending on the business unit, revenue, operating
income and cash flow. The Compensation Committee, where appropriate, also
considers other measures. These may include, among other factors, increases in
market share, reduction or cost containment in operating expenses, journalistic
achievements, improvements in product quality and improvements in relations with
customers, suppliers and employees, and comparisons to base salaries for
comparable positions at other media companies. In order to preserve flexibility
in setting compensation, the Compensation Committee has not established specific
elements of Company or business unit performance which must be evaluated or
assigned relative weights to such elements. Different factors are considered in
evaluating each executive officer's base salary depending on such officer's
position and business unit.
With respect to the base salary paid to Mr. Graham in 1994, the
Compensation Committee took into account a comparison of base salaries of chief
executive officers of peer companies, the Company's results in 1993 and the
performance of the Company. The Compensation Committee also took into account
Mr. Graham's service to the Company and his performance since 1979 as publisher
of The Washington Post. The Compensation Committee noted that Mr. Graham's base
salary is significantly below the median of base salaries paid to chief
executive officers of peer companies; and furthermore that the performance of
the Company in 1994 exceeded budgeted financial goals. However, due to Mr.
Graham's request, for personal reasons, to forego a base salary increase, Mr.
Graham's base salary in 1994 remained at $400,000, the level established in 1991
upon his promotion to President and chief executive officer.
<PAGE>
Incentive Compensation Plans
The Company has two incentive compensation plans--the Annual Incentive
Compensation Plan and the Long-Term Incentive Compensation Plan--under which
awards are made primarily to key management and professional employees,
including the Company's executive officers, who have made or are in a position
to make significant contributions to the profitability of the Company and
enhance shareholder value. Each plan is administered by the Compensation
Committee.
Annual Bonus Plan
The Company's Annual Incentive Compensation Plan provides for annual
incentive compensation awards based on the Company's and its business units'
short-term, i.e., annual, financial performance. At the end of 1993, the
Compensation Committee approved a range of incentive payouts for 1994 keyed to
performance against specified goals related to budgeted operating income, cash
flow or earnings per share, which vary by business unit. In 1994 the Company
exceeded its budgeted earnings per share goal and each of its business units
exceeded the threshold level of operating income required for earning bonus
awards and, in the case of the cable division, the budgeted cash flow required
for earning bonus awards. Mr. Graham waived participation in the Annual
Incentive Compensation Plan with respect to 1994. Awards to the other executives
whose compensation is detailed in this proxy statement are shown in the column
headed "Bonus" in the Summary Compensation Table shown on page 13.
Long-Term Plan
To balance the Annual Incentive Compensation Plan, which is intended to
reward short-term financial performance, the Company's Long-Term Incentive
Compensation Plan (the "Long-Term Plan") provides incentives for improved
financial performance over periods of Award Cycles (which beginning in 1983 have
consisted, and are expected to continue to consist, of four-year periods
starting at two-year intervals).
Performance Units.
In December 1992, executive officers were granted Performance Units,
effective January 4, 1993, for the 1993-1996 Award Cycle. Originally, the value
of such Units was to be based on financial results in the last two years of the
cycle and in accordance with the payout formulas then adopted. In December 1994
the Compensation Committee adopted revised payout formulas that will determine
the value of Performance Units which were awarded for this cycle to Messrs. Ryan
and Smith. Such revised formulas, which are discussed below, were adopted while
results for the measurement years remain totally uncertain. In the case of Mr.
Ryan, the revised payout formula is intended to reflect a more appropriate peer
group measurement that will include the financial results of the two television
stations acquired by the Company during 1994. In the case of Mr. Smith, the
revised payout formula was required due to the Company's inability to obtain
adequate financial information from the appropriate group of peer companies.
<PAGE>
Under the revised payout formula, the value of Units awarded to Mr. Ryan
will be based on his division's cash flow margin over the 1995-1996 measurement
period compared to the cash flow margins of a number of peer companies. For Mr.
Ryan to receive a threshhold payment of $303,300, a target payment of $448,840
or a maximum payment of $707,700, Post-Newsweek Stations' cash flow margins will
have to rank at certain designated percentiles (corresponding to the payment
level) among the cash flow margins of a group of peer companies during the
duration of the award cycle. The value of Units awarded to Mr. Smith will be
based on a combination of the original payout formula which will be applicable
to the 1993-1994 period and the revised payout formula which will be applicable
to the 1995-1996 period. For Mr. Smith to receive a threshhold payment of
$202,200, a target payment of $404,400 or a maximum payment of $606,600,
Newsweek will have to achieve (i) a specified percentage (corresponding to the
payment level) of the average performance index of several groups of peer
companies based on changes in operating income margins with respect to the
original payout formula for the 1993-1994 period and (ii) a specified percentage
(corresponding to the payment level) of the operating income goal with respect
to each of 1995 and 1996. An additional payment of $50,550 also may be earned
if, in the judgement of the Compensation Committee, Newsweek's business
performance, including non-operating income measurements, is considered
excellent.
Payout values of Units awarded to Mr. Graham and Mr. Spoon under the
1993-1996 Award Cycle will continue to be determined by the original payout
formula which was adopted at the time the Units were awarded and which is based
on the weighted average of the payout values earned by each of the Company's
four major operating divisions and subject to the attainment of a minimum
required return on equity. The weighted average will be based on operating
income contribution of each division.
On December 8, 1994, the Compensation Committee of the Board of Directors
approved grants of Performance Units effective January 2, 1995, under Company's
Long-Term Plan for the 1995-1998 Award Cycle to various key employees of the
Company, including the chief executive officer and three of <F1> the four most
highly compensated executive officers*. Pursuant to these grants, the chief
executive officer and the named executives received the following: Donald E.
Graham, 6,402 Performance Units; Alan G. Spoon, 5,394 Performance Units; Richard
M. Smith, 4,392 Performance Units; and G. William Ryan, 4,392 Performance Units.
Each Performance Unit has a nominal value of $100. The number of Units awarded
is determined with reference to an individual's Plan grade. The payout
opportunity for Mr. Ryan will be based on the financial performance of the
Post-Newsweek Stations division as compared to that of a group of peer
companies. The payout opportunity for Mr. Smith will be based on the achievement
of financial performance targets for Newsweek, Inc. The payout opportunities for
Messrs. Graham and Spoon are based on the simple average of the earned payouts
for the major operating divisions of the Company (66.6% weighting), and the
Company's total shareholder return during the Award Cycle compared to total
shareholder returns of peer companies (33.3% weighting). Inasmuch as the
Performance Unit awards did not become effective until January 2, 1995, they
relate to 1995 compensation awards and will be treated as such in the Proxy
Statement for the 1996 Annual Meeting of Stockholders.
____________________
* Mr. Wall, one of the Company's four most highly compensated executive
officers in 1994, retired at the end of the year.
<PAGE>
Restricted Stock.
In December 1994, executive officers and other key employees were granted
new Restricted Stock for the 1995-98 Award Cycle, effective January 2, 1995,
based on the same formula for determining the number of shares of Restricted
Stock used in prior years, including 551 shares of Restricted Stock awarded to
Mr. Graham. The number of shares of Restricted Stock awarded is determined by
dividing an amount equal to 25% of the individual's Plan grade mid-point by the
actual market value of the Company's Class B Stock on the trading day
immediately preceding the date on which such awards are approved. Awards to the
named executives are referenced in the footnote to the column headed "Restricted
Stock Awards" in the Summary Compensation Table shown on page 13.
On January 2, 1995, the restrictions terminated on shares of Restricted
Stock awarded to Mr. Graham and the other named executives for the 1991-94 Award
Cycle. On that date, Mr. Graham received unrestricted title to 525 shares having
a fair market value of $126,656 on January 3, 1995.
Special Incentives.
From time to time the Compensation Committee adopts special targeted
incentive plans for key executives. These plans provide a one-time special
incentive opportunity based on the achievement of special quantifiable operating
objectives. In 1992 the Committee adopted special incentive programs for Messrs.
Ryan and Smith. In each case, a special incentive was earned at the end of 1994,
as shown under the column headed "LTIP Payouts" in the Summary Compensation
Table on page 13, based on the attainment of financial goals specified in these
plans relating to average annual operating income for Post-Newsweek Stations and
Newsweek, respectively. In 1994, the Committee adopted new special incentive
programs for Messrs. Ryan and Smith, as well as special incentive programs for
three other key executives of other divisions of the Company. No incentives will
be paid if the financial goals are not met.
Stock Option Plan
Under the Company's Stock Option Plan, which was approved by shareholders,
shares of Class B Stock are issuable upon the exercise of stock options that
have been or may be granted to key employees of the Company and its
subsidiaries, including the executives whose compensation is detailed in this
proxy statement.
The Compensation Committee believes that significant equity interests in
the Company held by key employees responsible for the Company's future growth
and continued success align the interests of shareholders and management, since
the full benefit of the compensation package cannot be realized unless stock
appreciation occurs over a number of years. In the opinion of management, which
is concurred in by the Compensation Committee, there are at present
approximately 30 key employees who fall within that category. Although there is
no target stock ownership level for key employees, in determining the number of
shares to be granted under options, the Compensation Committee takes into
account the amount and value of options currently held, as well as makes a
judgment about the level of contribution already made by and the potential of
such key employees to continue to make contributions to the Company. The
Compensation Committee does not assign relative weights to such factors.
<PAGE>
Given Mr. Graham's significant ownership in the Company (see description of
holdings under "Stock Holdings of Certain Beneficial Owners and Management"),
the Compensation Committee has not granted any stock options to Mr. Graham.
No stock option awards were granted to the executives whose compensation is
detailed in this proxy statement during 1994.
Other Compensation Plans
At various times in the past the Company has adopted certain broad-based
employee benefit plans in which the chief executive officer and the other
individuals whose compensation is detailed in this proxy statement are eligible
to participate on the same terms as non-executive employees who meet applicable
eligibility criteria, subject to applicable legal limitations on the amount of
benefits that may be payable pursuant to those plans. Benefits under the savings
and retirement plans are not tied to Company performance.
For the chief executive officer and certain other senior executives and
managerial employees including the named executives, the Company's Supplemental
Executive Retirement Plan ("SERP") provides tax-deferred accruals of amounts
proportionate to the benefits available to non-highly compensated participants
in the Company's savings and retirement plans, but which exceed benefits
permitted under the Company's plans due to tax law limitations. In 1994 no
amount was accrued for the benefit of Mr. Graham with respect to an employer
credit under the Company's SERP inasmuch as Mr. Graham waived his right for 1994
to maintain a separate unfunded saving plan account under the SERP. The amount
accrued to the named executives are shown in the footnote to the column headed
"All other compensation" in the Summary Compensation Table shown on page 13. The
estimated annual pension amounts set forth in the table on pages 16 and 17 show
the benefits payable to Mr. Graham and the named executives to the extent they
participate in the applicable basic retirement plan and the supplemental
executive retirement plan. The benefits payable to Mr. Graham and the named
executives under the SERP are determined with reference to compensation
including bonuses under the Annual Incentive Compensation Plan.
<PAGE>
Conclusion
Through the programs described above, a significant portion of the
Company's executive compensation is linked directly to business unit and
corporate performance and stock price appreciation. The Compensation Committee
intends to continue the policy of linking executive compensation to corporate
performance and returns to shareholders and deems it desirable that compensation
paid under the Annual Incentive Compensation Plan, the Long-Term Incentive
Compensation Plan and the Stock Option Plan meet the performance-based
compensation requirements of Section 162(m) of the Internal Revenue Code
concerning deductibility of executive compensation. However, the Committee
reserves the right to put in place compensation programs that do not meet the
requirements of Section 162(m) so as to result in compensation payments that are
not deductible by the Company, if such programs are otherwise in the best
interests of the Company.
George W. Wilson, Chairman
James E. Burke
Richard D. Simmons
Compensation Committee Interlocks and Insider Participation
James E. Burke, Nicholas deB. Katzenbach, Anthony J.F. O'Reilly, Richard D.
Simmons and George W. Wilson served as members of the Compensation Committee in
1994. Messrs. Katzenbach and O'Reilly did not stand for election as Directors at
the 1994 Annual Meeting of Stockholders in May 1994.
Mr. Richard D. Simmons, a member of the Compensation Committee of the Board
of Directors since May 14, 1992, was the Company's President and Chief Operating
Officer from September 1981 to May 9, 1991. During the past fiscal year, Mr.
Simmons received $200,000 pursuant to a three-year agreement with the Company
entered into following termination of his employment on June 30, 1991, which was
extended in July 1994 through March 31, 1996. Under this agreement, Mr. Simmons
consults and advises on business matters affecting the Company and oversees the
Company's interest in the International Herald Tribune, S.A., including serving
as its President and directeur de la publication.
<PAGE>
Performance Graph
The following graph is a comparison of the yearly percentage change in the
Company's cumulative total shareholder return with the cumulative total return
of the Standard & Poor's 500 Stock Index and the cumulative total return of a
group of peer issuers. For purposes of this graph, it has been assumed that
dividends were reinvested on the date paid in the case of the Company and the
group of peer issuers and on quarterly basis in the case of the Standard &
Poor's 500 Index.
The Washington Post Company
Cumulative Total Shareholder Return for
Five-Year Period Ending December 31, 1994
#######################################################################
IMAGE OMITTED
#######################################################################
1989 1990 1991 1992 1993 1994
Washington Post $100.00 $71.59 $71.70 $86.29 $97.40 $94.34
S&P 500 $100.00 $96.89 $126.28 $135.88 $149.52 $151.55
Peer Group $100.00 $81.81 $88.86 *103.11 $124.74 $128.54
(1) The peer group includes the following companies: Gannett Co. Inc., Knight
Ridder, Inc., The New York Times Company, The Times-Mirror Company, Tribune
Company, A.H. Belo Corp., Dow Jones and Company, Inc., Lee Enterprises, Inc.,
McGraw Hill Inc., Media General Inc., Meredith Corp., Multimedia Inc., Pulitzer
Publishing Company, CBS Inc., Capital Cities/ABC, Inc. and Park Communications,
Inc. Affiliated Publications, Inc., which is included in the peer group returns
prior to 1993, is not included in the peer group returns for 1993 and 1994
because during 1993 Affiliated Publication, Inc., was acquired by The New York
Times Company.
<PAGE>
Certain Transactions
The firm of Ruane, Cunniff & Co., Inc., of which Mr. William J. Ruane, a
Director of the Company, is Chairman of the Board and a principal owner, is one
of two firms that managed the investment of the Company's retirement funds in
1994, for which services it received $1,279,334.
Effective March 1, 1995, the Company renewed a contract with Mrs. Elizabeth
Weymouth, the daughter of Mrs. Katharine Graham and the sister of Mr. Donald
Graham, under which she contributes articles to The Washington Post newspaper.
After March 1, 1995, Mrs. Weymouth will receive compensation of $75,000 on an
annualized basis and reimbursement of certain expenses associated with providing
those articles.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement the only matters that the Board of
Directors expects to present to the meeting are those discussed herein. If any
other matter or matters are properly brought before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of Proxy to vote on those matters in accordance with their
best judgment.
Upon the recommendation of the Audit Committee, the Board of Directors has
selected Price Waterhouse LLP as the Company's independent accountants to audit
and report on its financial statements for the fiscal year 1995. The same firm
has acted as the Company's independent accountants continuously since the
Company was organized in 1946. As in previous years, a representative of Price
Waterhouse LLP will be present at the Annual Meeting, will have the opportunity
to make any statement he may desire with respect to the Company's financial
statements for 1994 and his firm's relationship with the Company, and will be
available to respond to appropriate questions from stockholders.
<PAGE>
Notice of
Annual Meeting
and
Proxy Statement
1995
THE WASHINGTON POST COMPANY
---------------------------
<PAGE>
[x] Please mark your votes as in this example.
This proxy will be voted as specified. If no direction is given, this proxy will
be voted "FOR" Proposals 1 and 2.
FOR WITHHELD
1. Election of Directors (Check only one box) [ ] [ ]
For all nominees (expect as stockholder may
indicate below)
___________________________________________
Nominees: Martin Cohen, George J. Gillespie, III,
Donald E. Graham, Katharine Graham, William J.
Ruane, Richard D. Simmons, Alan G. Spoon,
George W. Wilson.
FOR AGAINST ABSTAIN
2. To transact such other business as may properly [ ] [ ] [ ]
come before said meeting or any adjournment thereof.
I will attend the meeting [ ]
Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If the
signor is a corporation, please sign
full corporate name by duly authorized
officer.
________________________________________
________________________________________
SIGNATURE(S) DATE
--------------------------------------------------------------------------------
THE WASHINGTON POST COMPANY
CLASS A COMMON STOCK
PROXY - Annual Meeting of Stockholders - May 11, 1995
Solicited on behalf of the Board of Directors
The undersigned hereby appoints Katharine Graham, Donald E. Graham, Alan G.
Spoon and Diana M. Daniels, and each of them, his true and lawful agents and
proxies, with full power of substitution in each, to represent the undersigned,
and to vote as indicated on the reverse of this Proxy all shares of Class A
Common Stock which the undersigned is entitled to vote, at the Annual Meeting of
Stockholders of THE WASHINGTON POST COMPANY to be held on May 11, 1995, and at
any adjournments thereof, on all matters coming before said meeting
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE
(Continued, and to be signed on reverse side)
<PAGE>
THE WASHINGTON POST COMPANY
CLASS B COMMON STOCK
PROXY - Annual Meeting of Stockholders - May 11, 1995
Solicited on behalf of the Board of Directors
The undersigned hereby appoints Katharine Graham, Donald E. Graham, Alan G.
Spoon and Diana M. Daniels, and each of them, his true and lawful agents and
proxies, with full power of substitution in each, to represent the undersigned,
and to vote as indicated on the reverse of this Proxy all shares of Class B
Common Stock which the undersigned is entitled to vote, at the Annual Meeting of
Stockholders of THE WASHINGTON POST COMPANY to be held on May 11, 1995, and at
any adjournments thereof, on all matters coming before said meeting
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE
(Continued, and to be signed on reverse side)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
---------------------------------------------------------------
THE WASHINGTON POST COMPANY
NEW MEDIA AT THE WASHINGTON POST COMPANY
"New Media at The Washington Post Company" is a CD-ROM that provides a hands-on
look at several new media products and services offered by the company -
including new on-line versions of The Washington Post, Newsweek, Kaplan testprep
services, and LEGI-SLATE government information. Also included are samples of
currently available CD-ROM titles from Digital Ink and Mammoth Micro
Productions. For a free copy of this CD-ROM, available in Windows and Macintosh
formats, please return the card enclosed in the annual report, or
Telephone: 202-334-6657
Fax: 202-334-6664
E-mail: [email protected]
<PAGE>
[x] Please mark your votes as in this example.
This proxy will be voted as specified. If no direction is given, this proxy will
be voted "FOR" Proposals 1 and 2.
FOR WITHHELD
1. Election of Directors (Check only one box) [ ] [ ]
For all nominees (expect as stockholder may
indicate below)
___________________________________________
Nominees: James E. Burke, Ralph E. Gomory,
Donald R. Kaough and Barbara Scott Preiskel
FOR AGAINST ABSTAIN
2. To transact such other business as may properly [ ] [ ] [ ]
come before said meeting or any adjournment thereof.
I will attend the meeting [ ]
Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If the
signor is a corporation, please sign
full corporate name by duly authorized
officer.
________________________________________
________________________________________
SIGNATURE(S) DATE
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
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<PAGE>
