Graham Holdings Company (GHC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Graham Holdings Company. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Timothy O’Shaughnessy, President and Chief Executive Officer of Graham Holdings. Mr. O’Shaughnessy, the floor is yours.

Good morning, ladies and gentlemen. The meeting will please come to order. I am Timothy O’Shaughnessy, President and CEO of Graham Holdings Company. I will act as Chairman of the meeting. Also in attendance are Wally Cooney, Chief Financial Officer of the company; and Nicole Maddrey, Senior Vice President, General Counsel and Secretary of the company, who will act as secretary of the meeting. Let me welcome all of you to our Annual Meeting of Stockholders for 2021 that we are again conducting virtually. Now let me please describe briefly what is on the program for this morning. First, we will dispense with the technical part of the meeting, which involves such matters as the submission of documents and the determination of a quorum. After my remarks, Andy Rosen, Executive Vice President of the Company and CEO of Kaplan, will present on our Education business. Then, David Curtis and Justin DeWitte, Co-Chief Executive Officers of Graham Healthcare Group will give you an update on our Healthcare business. We will then proceed to the election of directors and the proposal to be voted on by the Class A shareholders related to executive compensation. After that, the meeting will be open for your comments and questions. Before turning to the opening formalities of the meeting, I would like to introduce those nominees for election as a director who are in attendance. Donald Graham, Chairman; Dr. Tony Allen; Chris Davis, Tom Gayner, Jack Markell, Anne Mulcahy, Rick Wagoner, Katharine Weymouth and myself. Also present from PricewaterhouseCoopers, the company's independent registered public accounting firm, are Tom Leonard and Jason Tuinstra . Will the secretary please describe all supporting documents that have been presented for the meeting?

For purposes of this meeting, I have presented affidavits of mailing of the notice of meeting, proxy statements, forms of proxy and annual report for 2020 to each stockholder of record at the close of business on March 17, 2021, the record date for determining stockholders entitled to receive notice of and to vote at this meeting; a complete list of the holders of Class A and Class B common stock as of the close of business on March 17, 2021, which has been available for at least 10 days preceding the meeting; a copy of the certificate of incorporation and the bylaws of the company; and the minutes of the last Annual Meeting of the Stockholders of the company, which was held on May 7, 2020.

Alisa Zagare and Elaine Wolff have been appointed to act as inspectors of votes at this meeting. I direct that an executed copy of their oath be filed with the records of the meeting. Will the secretary please ascertain that a quorum is present?

Mr. O’Shaughnessy, the inspectors of votes have presented to me their first report, which shows that there are present 27 stockholders holding 964,001 shares of the Class A common stock of the company, which is 100% of the Class A common stock entitled to vote at this meeting; and not less than 3,110,868 shares of Class B common stock of the company or 77% of the 4,037,648 shares of Class B common stock entitled to vote at this meeting.

I direct that the first report of the inspectors of votes be filed with the records of the meeting. I declare that a quorum is present and that the meeting may proceed to the transaction of the business for which it has been called. As stated in the notice of the meeting, the purposes of the meeting are: one, to elect directors of the company; two, the Class A shareholders, on an advisory basis, to vote to approve the compensation paid in 2020 to the named executive officers of the company; three, to transact such other business as may properly come before the meeting or any adjournment thereof. At this point, I'd like to give a brief commentary on the company's operations. After that, Andy Rosen, the CEO of Kaplan, will speak, and then you will hear from David Curtis and Justin DeWitte, Co-CEOs of Graham Healthcare Group. As a reminder, we will then proceed to the nomination of directors. While the votes are being tabulated, we will respond to questions relating to business matters. We welcome and encourage your questions, so don't be shy. Several of our key business managers are also on the line to answer your questions as well. 2020 certainly brought its challenges to Graham Holdings, but I'm very pleased with how our company performed under the pandemic-induced stress. Since last year's meeting, the company has really had an unusual amount of activity. We worked with many of our business units to understand the impact of the pandemic on operations, as well as the best way to protect and defend our business. We'll have more on that shortly. In May of last year, we acquired a business at the parent level, Framebridge, for consideration that could reach $95 million if milestone payments are achieved. We also sold a business, Megaphone, to Spotify for $235 million after we determine the business required a strategic partner and additional scale. We also repurchased 7.6% of shares outstanding over the course of the year at an average price of $398 per share. Well, we have no consistent repurchase program, we are willing to repurchase in quantity if, in management's view, shares are trading at a material discount to intrinsic value. We believe much of 2020 was one of those opportunities. Lastly, but perhaps most significantly, the team at Kaplan combined our Test Preparation, U.S. Higher Education and U.S. Professional businesses to create Kaplan North America. This new structure should improve our operating margins while also creating a more cohesive Kaplan experience for our students. In April, the company announced it had reached an agreement to acquire a consumer Internet company, Leaf Group, for $8.50 per share or approximately $323 million. Leaf runs a profitable digital media business and 2 art-oriented e-commerce platforms, Society6 and Saatchi Art. The transaction is subject to approval by Leaf shareholders and regulatory approval. We expect to close this summer. Our belief is that post-integration, Leaf will become another profitable arm for Graham Holdings. As discussed previously, the impact of COVID on our businesses was not equally distributed. Some businesses saw increased demand, most notably Framebridge and Kaplan's Higher Education business. However, most operations were negatively affected, although to varying degrees. Many of those operations, including large income generators like Graham Media Group and Pathways, are well on their way to a full recovery. We have 3 businesses that continue to operate in a substantially depressed environment. Kaplan International Languages. Andy will cover this extensively shortly, but this business has had the most substantial COVID impact. Recovery will not occur until cross-border travel is widespread. Clyde's Restaurant Group. The pain this sector has endured due to COVID has been widely covered and Clyde's is no exception. Several of the busiest locations were also closed for a substantial amount of time due to protests, insurrections and the threat of civil unrest. However, there is good news to report. Recent sales trends show signs of promise and an increased likelihood of a near-term return to profitability. Dekko remains challenged as large capital projects in the hospitality and commercial office space continue to be deferred. While we expect Dekko to return to profitability in 2021, earnings will remain far below previous levels until demand in these sectors returns. I was pleased with how our operating results in 2020 turned out, even though those results were far worse than we anticipated at the outset of the year. 2020 generated a similar amount of adjusted operating income and operating cash flow as several of the previous years, but did this in much more challenging circumstances at many of our businesses. Our view is that Q1 2021 results are satisfactory and reflect continued recovery in most, but not all of our businesses. If one looked at Kaplan's results in a vacuum compared to previous years, they would be disappointing. As Andy will walk you through shortly, we think that this business is a reason for great optimism moving forward. I hesitate to use the phrase but for, because it can't help but seem like an excuse, but I'll do it anyway. But for the languages business, Kaplan International earned $70 million of operating income in 2020. When combined with improved results at Higher Education and improved operating margins at Supplemental Education, we can't help but be a little excited about underlying earning power at Kaplan, and we think you should be, too. Emily Barr and the team at Graham Media Group really delivered for us in 2020. The company would have had much poorer results and much less flexibility had Graham Media not delivered such great results. GMG earned $200 million in adjusted operating income in 2020 and fought hard for every dollar. Our teams generated more than their fair share of political advertising and fought through the cancellation of the Olympic Games. Although our NBC affiliates in Detroit, Houston and Roanoke are very excited for the games this summer. Our digital operations continue to shine and bring meaningful income to the company. Q1 of 2021 shows continued recovery of the advertising business, and our sales pipelines show the robust desire that businesses have to turn their advertising back on. We are optimistic that Q1 trends will be sustained and improve as the year goes on. Our manufacturing segment generated $40 million of adjusted operating income in 2020 and $16 million in Q1 of 2021. As previously mentioned, the earnings at Dekko will remain depressed until end market demand recovers. These declines have been somewhat offset by improved results at Hoover, partially driven by profitability on lumber inventory. We do expect some of these gains at Hoover will be given back when and if the price of lumber retreats from the tremendous highs recently seen. You will hear shortly from the co-CEOs of Graham Healthcare Group, David Curtis and Justin DeWitte, but let me give you a brief preview. The quality of care results and business results are each performing more than adequately. Graham Healthcare Group has grown its adjusted operating income from wholly-owned operations and equity and earnings from JVs from $6 million in 2017 to $40 million in 2020. Q1 results were $11 million, up from $6 million in 2020. Justin and David have done an excellent job improving the results of Graham Healthcare Group, and I'm pleased you'll get to meet them and hear more directly from them. The big change to the other businesses segment is that Megaphone is no longer included, but Framebridge has been added. 2020 results were hurt by COVID impacts at Clyde's, as well as an impairment charge at Clyde's in the Automotive Group. Even with an increased level -- investment level at Framebridge, we expect 2021 results to be substantially improved from 2020. The balance sheet at Graham Holdings remains strong. As of March 31, cash and marketable securities totaled just under $1.1 billion against $510 million in debt, the majority of which comes due in 2026. Our pension plan continues to improve its position. In 2020, the plan improved from 2.3x overfunded to 2.6x overfunded, and ended the year with assets of approximately $2.8 billion against liabilities of approximately $1.1 billion. Rest assured that the pension continues to be an area of focus for the management team to drive value for both our pensioners and the company. At this point, I'd like to turn things over to Andy Rosen, the CEO of Kaplan, to update you on the progress and plans at our Education division. Andy, why don't you take it from here?

Thanks, Tim, and good morning, everyone. Last November, we spoke of Kaplan's 4 key priority areas, which include: first, helping students qualify for, access and succeed in school from high school through graduate and professional school; second, helping students and working professionals qualify for and succeed in jobs; third, helping universities achieve their goals, including attracting and serving students, and ensuring those students become successful and ready for work; and fourth, helping companies identify and employ highly qualified candidates and ensure employees are equipped to succeed. We also discussed the exceptionally wide range of programs and services we offer for students, universities and companies. We believe the depth and diversity of our programs and services provide us 2 distinct advantages: First, we have an enormous global base of students who we can serve at multiple points throughout their learning journeys; second, our deep relationships with universities and businesses enable us to create a holistic learning ecosystem, connecting all 3 segments. Each segment supports the others. We're working hard across Kaplan to capitalize on these advantages. One example includes the steps we took last year in combining our 3 North American divisions, Higher Education, Test Preparation and U.S. Professional. We combined these divisions in order to build upon the lifetime value of our customers, shifting from a model that generally focused on single transactions to one that serves customers repeatedly, leveraging a rich trove of products from across the organization. Accomplishing this means requiring -- it requires more integrated systems, processes, marketing approaches and customer engagement methodologies across our businesses. With the North America restructuring, that integration is well underway. It's still early, but under Greg Marino, the CEO of the new Kaplan North America, progress is revealing that this is the right move to support our North American growth plans. Like almost every business around the world, Kaplan faced challenges in 2020 that were truly unprecedented. Kaplan had some real areas of vulnerability. We are among the world's leaders in providing education services that involve students traveling from one country to another. We prepare students for standardized exams that are often delivered in dense, on-site testing locations. And many of our programs were designed and staffed to be delivered in physical classrooms. As I look back on our response to those challenges, I have never been prouder of our team across Kaplan globally for the dedication they showed in supporting our students, partners, suppliers, employees and shareholders. Not only were difficulties overcome, but in some cases, we made changes that will have lasting benefits. Programs are brought online, new offerings were launched, products were enhanced, staff were train, efforts to not only supported our customers through the pandemic, but that also strengthened the earning power of our business for years to come. It would be hard to put into words how grateful and impressed I am what I consider the strength, experience, talent and commitment of our global Kaplan management team. In virtually every market, Kaplan significantly burnished its reputation during this trying time as a can-do organization and partner that definitely adapts to current circumstances and delivers. I'm confident this reputation will pay forward as our markets return to a new normal. It's important to highlight that included in these 2020 results was a significant loss in our Languages business. As many of our businesses, Languages is entirely dependent upon the ability of students to travel to destination countries for short-term immersive language and cultural experiences. Students in some of our transnational businesses, notably Pathways, but others as well, we're willing to stay in country to continue their studies or shift their studies online as they pursued long-planned degrees overseas. These businesses proved remarkably resilient through a pandemic that might have crushed them. Languages is different. That business offers short-term, fun, experiential programs for students who want to spend a month or 2 living in a foreign country, making new friends and learning a new language. Online is not a substitute. The flow of new students went nearly to 0 when the pandemic struck. We made the decision to stick with the business. And while we narrowed our portfolio, we maintained the global infrastructure that has created enormous goodwill and good earnings over the years. With restructuring, the pandemic-induced losses for our Languages businesses totaled $55 million in 2020. Exhaustive steps were taken in 2020 to reduce this loss exposure going forward, a herculean effort by our Languages team. We are now better positioned from an expense standpoint for when the market returns. However, as long as borders remain closed to international student travel, reopenings are constrained and families remain worried about safety, we will generate material losses from this business. We presently plan to persevere through the adversity, as we believe doing so will be rewarded with improved market share, competitive advantage and future returns. There is no guarantee we'll be right, but we believe that despite the significant short-term pain, this is in the best long-term interest of shareholders, not to mention the students who depend upon us. Adjusting for the $55 million in losses in Languages, you can see the relative strength and accomplishment of the remainder. Overall, we're off to a solid start in 2021. Higher Education and Supplemental Education led the improvement for the quarter. Purdue Global continued to grow substantially, serving an average of 35,000 students during the quarter, representing a 13% increase over the same period last year. The Supplemental Education business benefited from significant cost reductions that were accomplished during the North American integration and that accrued to the bottom line. At Kaplan International, a loss in Languages totaling $13 million for the quarter accounted for the decline. Note that all of the Kaplan International depends on international student travel and in-person classes, and is thus negatively impacted by the pandemic. And yet, our Pathways business continues to grow nicely, while the remainder of our businesses are holding solid. I'm optimistic about the earning power of our Kaplan International businesses. Year-by-year, over the better part of 15 years, David Jones and the deep, experienced, global management team guiding our international businesses has adeptly assembled capabilities, products, university partnerships and corporate relationships with the goal of building valuable enduring businesses. Our ability to focus on the long term during this build has been and continues to be a distinct competitive advantage. Let's me walk you through a few of the differentiating advantages of our international businesses. It starts with the ability to recruit a highly diversified group of qualified students at scale at a reasonable expense. We believe we recruit more international students to come to study in a Western country than any other company in the world. Across all of our international businesses, we recruit 250,000 students in a normal year, a large percentage of whom travel overseas to study. We have close to 80 sales offices strategically placed around the world, over 3,000 agent relationships and a substantial direct recruiting function. Kaplan has a very strong reputation in the agent community. Agents know if they recommend our programs to the student, those students will have a high-quality value experience that reflects positively on the agent. We recruit these students for the benefit of our stand-alone programs, programs we offer in connection with our university partners and programs offered directly by universities. Scale matters in this arena, and we believe Kaplan's scale and capabilities in this area are unparalleled. We have also cultivated a prestigious list of university partners with whom we run foundation programs, deliver online programs, host branch campuses, provide recruiting services and provides student accommodations and pastoral care. As you might expect, universities like these proceed carefully before trusting any part of their brand to others. Through years of focusing intensely on student outcomes and strong results for our university partners, we have proven ourselves to be a dependable and a valued strategic partner. We will protect this trust in every step we take. Similarly, our International Professional Education business unit have also developed important corporate relationships. For years, we have been training our partners' employees in fields like accounting, finance, wealth management, insurance, real estate and legal. We do this both through customized programs tailored to company needs as well as with standardized training for industry-recognized credentials. Companies repeatedly come to Kaplan because they trust us to deliver quality student outcomes and highly effective training. We cherish their trust and maintain this as the priority in building the long-term intrinsic value of these businesses. These are only a few of the areas that make me optimistic about the future of our international businesses. When you add the diversity of our program offerings and services, the diversity of the markets in which we operate, our scale and experience management, you can understand my excitement. This is a business that depends heavily on both transnational student travel and in-person education, both areas that were dramatically impacted by the pandemic. And yet, aside from the short course languages market, it has shown tremendous resiliency. There is still more to build upon and grow, particularly in the area of international online education, but our base upon which to grow and our intangible assets set us up nicely to do so. At Kaplan North America, I want to just touch briefly on a few areas I believe are of particular interest. First is our growing Higher Education managed service business, driven in good measure by underlying growth at our largest client, Purdue Global. At the time we sold Kaplan University to Purdue and Purdue Global was formed, we were serving 29,000 students. At the end of the first quarter, Purdue Global was serving 35,000 students, an 18% increase in the student census over the course of 3 years. Importantly, this growth has been accompanied by meaningful increases in quality measures, including higher retention rates and higher graduation rates. We very much admire Purdue and Purdue Global's leadership and partnership, and are glad to do our part to help the institution succeed. We have also made early progress in supporting additional partners like Purdue University's other campuses, Wake Forest and Lynn University with online enablement services and with a host of other universities for credential programs, something we call Credegree, as well as programs designed to help universities build brand affinity in the pre-college student segment. These efforts are not yet at a noteworthy financial scale, but they show real promise, are well-received by our university partners and give us the opportunity to build valued relationships with more universities. Our Supplemental Education business includes our various exam prep programs that help students get into college and graduate school as well as obtained licenses to enter fields like medicine, law, nursing, accounting, finance and more. The pandemic led to the postponement and cancellation of many of these demands, which negatively impacted our business. Even before the pandemic, the Internet was enabling new competitors to emerge, challenging price points. Some of these new competitors have struggled through the pandemic, which may impact the competitive environment going forward. The merger of our U.S.-based units makes it easier for us to create common technology platforms, marketing programs and operating structures across all of our exam preparation programs, and also enhances our ability to pass students from one program into another as their needs evolve. We like the opportunity to become lifelong partners to the nearly 1 million students per year we recruit and serve in North America, not to mention the 0.25 million outside the U.S. I hope this discussion was helpful in providing you with a better understanding of where we're going, the assets and capabilities we'll employ, our unique advantages and some of the continued pandemic-related challenges we'll face. For our Languages businesses in particular, the pandemic still holds a restrictive grip on our activities. However, the strength that comes from the diversity of our businesses, our exceptional talent and a steady, patient approach to our markets is enabling us, more than many others in our market, to ride out the challenges and emerge with our competitive advantages enhanced. And now I'm going to turn it over to my colleague, Graham Healthcare Group, for an update on their business. David?

Thank you, Andy, and good morning, everyone. Justin and I appreciate the opportunity to provide an overview and update on Graham Healthcare Group. We joined the GHC team in 2014 when our business, Residential Healthcare Group, was acquired by Graham Holdings. We have been the co-CEOs of Graham Healthcare Group since 2018. GHC's patient, long-term, fiscally conservative management approach, the ability to endure business cycles, and commitment to quality and compliance are a natural fit for health care, echoing Katharine Graham's view that quality and profitability go hand in hand. Today, Graham Healthcare Group consists of 4 service lines, including home health, hospice, specialty infusion pharmacy and a SaaS solution for patient physician communication. Home health and hospice represent 86% of last year's $325 million in revenue under management, of which approximately 80% was funded by Medicare and Medicaid plans. These 2 services are typically offered as a continuum to provide optimal care coordination for chronically ill patients. These operations under 3 unique brands, span Michigan, Illinois and Pennsylvania and includes 7 wholly-owned units and 5 joint ventures. CSI is our specialty pharmacy focused on delivering infusions at home for patients with rare conditions. Currently licensed in 40 states, CSI provides the infusions, particularly immunotherapies, and the associated in-home nursing for patients requiring complex care. And Clarus is our SaaS business, enabling better patient physician communication than the traditional medical answering service. With nearly 3,000 providers on the platform, Clarus addresses the needs of both physician practices and health systems. Our ownership of Clarus is consistent with GHC's strategy and stated competency of investing in early-stage technology adjacent to our other businesses. I will now turn it over to Justin to address our operating structure, financial results and growth plans.

Thank you, David. We manage and support all of our units through a centralized suite of back-office services, including finance, accounting, revenue cycle, human resources, IT, legal and compliance. Given the regulatory requirements of our business, we seek to ensure compliance and controls while empowering our local leaders to manage their respective businesses. In home health and hospice, our centralized structure is furthered by standards for clinical policy, systems, documentation, staffing and reporting. This approach drives regulatory adherence and best practice across the 12 businesses, unites them as an integrated platform and has contributed to our operational and financial gains over the last 3 years. Since 2018, consolidated revenue increased by 33% from $149 million to $198 million, while adjusted operating income grew from $6 million to $30 million, and equity earnings from our joint ventures grew from $3 million to $10 million. Comparing Q1 of '21 to Q1 of '20, consolidated revenue increased by 9% to $50 million, while adjusted operating income grew 77% to $8 million and equity earnings grew 43% to $3 million. We continue to see increased demand for home health and hospice due to a growing market and preference for in-home care. The first of the 76 million people constituting the baby boomer generation are just now turning 75, fueling 50% growth of the total addressable market for home health and hospice over the next decade. Additionally, home health and hospice continue to gain favor with patients, payers and providers seeking safety, convenience, affordability and access. While there is more need for our services, nurse staffing remains a primary industry constraint. Although GHG has been regularly recognized by third parties as a top workplace, we cannot take our eye off the ball as it relates to nurse recruitment, retention and efficiency. Going forward, we intend to grow in 3 ways. First, we expect our existing businesses to grow organically through expansion of our sales efforts and clinical capacity, combined with excellence in patient outcomes and customer service. Second, we hope to capitalize on our track record with health systems and secure additional home health and hospice joint ventures. And finally, we are actively pursuing acquisitions within our existing sectors and other health care service lines. In conclusion, David and I want to publicly acknowledge the team at Graham Healthcare Group for their selfless efforts as they continue to deliver care in the face of COVID-19. These 2,600 professionals have endured hardship and personal risk and service to our patients, providing direct care to more than 1,000 patients with COVID. We are grateful for their efforts. and believe all Graham Holdings shareholders would be proud. Thank you. Back to you, Tim.

Thank you, Andy, David and Justin for your remarks. We will now move to the nomination of directors. The meeting is now open to nominations for election of directors. We will then have the voting on directors and on the proposal before the Class A shareholders. Following the vote, we will open the meeting to any questions on business matters or comments you may have for us today. Once again, please don't be shy. It is now in order to proceed with the election of directors. There are 9 directors to be elected, 6 by the holders of Class A common stock and 3 by the holders of Class B common stock. The chair recognizes Mr. Cooney, who is a holder of Class B common stock and who is also a substitute proxy for a holder of Class A common stock.

I nominate the follow persons for election as directors of the company to hold office until the next Annual Meeting of Stockholders and until their respective successors shall be elected and shall qualify or as otherwise provided in the bylaws. For election by holders of Class A common stock: Tom Gayner, Don Graham, Jack Markell, Tim O'Shaughnessy, Rick Wagoner, Katharine Weymouth. For election by the holders of Class B common stock: Tony Allen, Chris Davis, Anne Mulcahy.

I second the nominations.

There being no further nominations, I declare the nominations closed. The polls are open for voting for the election of directors and for the proposal before the Class A shareholders. I have been informed by the inspectors of votes that the holders of all the Class A common stock have voted their shares. With respect to the Class B common stock, many of you have already sent in your proxies for this meeting. If you've already sent in or voted your proxy by phone or Internet, your shares will be voted as you have instructed. If you have not already voted or you wish to change your vote, you may now cast your vote online. We will now open the floor to any questions or comments you may have. [Operator Instructions] We received several questions from shareholders in advance of the meeting, which I will answer now. Then we'll take the questions submitted during the meeting. And it looks like we've got somewhere in the neighborhood of 40 or 45 minutes for Q&A here. So we'll see what we can get through.

As I just mentioned, several folks submitted some questions in advance, so we'll start with that. The first question was, what is the long-term vision for Kaplan? And how does management think about its post-pandemic recovery? Hopefully, from Andy's remarks, you got a little bit of insight on how he's thinking about post-pandemic recovery. Long-term vision for Kaplan, I think there's 3 things that I would say, and then maybe I'll turn it over to Andy to give some of his thoughts. One, I think if anything has been emphasized over the last year is that online is here to stay. We've been in the online business for a long time, have a great skill set and set of assets there. A second belief is that higher ed institutions increasingly are doubling down on academics and leveraging service and are looking at leveraging service providers for nonacademic and academic adjacent functions. And the third thing I'd say is that we pretty strongly believe that there is a rising global middle class that can provide tailwinds for each of those first 2 things for literally decades to come. And I think Andy and the team at Kaplan have done a very nice job kind of shifting the business over the last number of years to be able to take advantage of that. So where I really see the long-term vision is kind of taking those assets to go and serve a rising global middle class. Andy, you want to chime in there?

Yes, I certainly agree with everything you said, Tim. I would say, as I described, that these broad and sustained relationships with students, universities and companies is core to our long-term vision for Kaplan. You made the important point about the growth of the global middle class. Most estimates are that 150 million people are entering the middle class every year around the world. And now while many of those people who are just entering the middle class are not ready for higher education or the like, they're pushing up others who are. And so we very purposefully extended our capabilities internationally because that is where the growth is and building a set of capabilities globally will be very important. And you mentioned online. If you had asked me in January of last year what will be the moment in which -- when will every student have experience with online education and when will every faculty member around the world have experience with than online, I would have probably said, if I were feeling optimistic, 2040, maybe 2050. I certainly wouldn't have said April, and that's what happened with the pandemic. Everybody around the world gained experience with online, which dramatically -- is dramatically changing the receptivity to online. And so for companies like ours who pioneered online and have been involved in it for over 25 years, innovated and currently lead in online, that's a great movement. The other thing that I think has been highlighted post pandemic is sort of practical education, affordable practical education that leads to work-ready skills. And that, again, is an area that has been right up Kaplan's alley for decades. So the move to online, the move towards more pragmatic education, those -- and the broad growth of the middle class suggest that we're in the right place. And I feel like our strategy is going to reward the shareholders over the long term.

Good. Okay. Thank you, Andy. Next question is, does management have a view on accounting for an improving environmental sustainability areas across the operating companies? So we're a different company, as -- if you're a shareholder, you obviously know in the sense that we're a holding company. And we don't just have one business unit, we have a variety of business units. And that kind of adds a different level of how we view this question. So what we do from a corporate standpoint is we really try and serve as a facilitator to our companies on operating issues that might pertain to environmental and sustainability areas. But our companies operate autonomously, that some of the promise and success that we've had has been tied to that. So what we tend to do is serve as that facilitator function, be a clearinghouse for best practices, the types of metrics that our different organizations can look, what ultimately can be reported up from -- to the Graham Holdings Board of Directors. But also acknowledging that a company that might be a couple of dozen employees is very different than a company that might be a couple of thousand employees, and a company in the manufacturing segment is different than a company in the media segment. So it is less of a one-size-fits-all approach because that's not what works for an organization like ours. So that's how we think about it, is how can we be a facilitator, how can we provide best practices, how can we talk about what metrics make sense, but not necessarily force a standardization or force areas of collaboration because we think that, that can impede what we do as a company and an organization. So hopefully that provides a little bit of insight into how we think about at the Graham Holdings' corporate level going and working with our organizations in these areas. Okay. The next question is, how does management see the family ownership developing in the future? Well, thanks for the question. I guess speaking for me and having talked with Don fairly recently, neither of us have any plans to sell anytime soon. So I think we're going to be shareholders for a long time to come and significant shareholders. And I think we expect the family to continue to be a very large shareholder group for the foreseeable future. Obviously, don't want to speak for individual people beyond Don and I, but my expectation is that the family will be a pretty big shareholder group for some time to come. Okay. The next question is, where does strategic challenge come from on the Board? And can you talk through a recent example? So first, I'll start off by saying we are very lucky. We have -- I mean, my belief is we have a world-class and fantastic Board of Directors at the company. And they are around when I need them, when Don needs them, virtually whenever we want. And they are really a smart, thoughtful group that has been very helpful to me over the years. So the first thing I want to say is just I think the shareholders should feel very lucky about the Board of Directors at Graham Holdings. I think what It might be helpful to talk about some of the types of things we talk about at the Board level. How well is our decentralized model scaling and a generalist for versus a more targeted industry approach is something that the Board has discussed over time. Kind of somewhat related to that, how do we feel about our portfolio mix of businesses and those -- at investment level and what's the right level of investment versus mature versus maybe things that people would classify more as growth businesses, and how is that mix evolving and how do we feel about that. I mean then certainly, capital allocation, if we're looking at doing a transaction, if we're thinking about the capital structure of the company, those are types of things where we have a lot of expertise involved in the Board. And normally, we'll have some pretty robust conversations around that. So those are the types of topics that we'll cover beyond, I think, what people would expect of general sort of operating cadence and operating updates from our businesses. Okay. Next question is, when you make an acquisition like Leaf. Do you compare the returns you expect to achieve versus buying back your own stock? If it is financially more attractive to simply repurchase GHC stock, why make the acquisition? How does Leaf fit into GHC's acquisition criteria? So good question. We definitely look at capital allocation and know that there is -- if you put dollars towards one thing, you may or may not be able to put dollars towards another. We, first and foremost, will make sure that we're comfortable with our balance sheet. Then we'll look at are we funding internal initiatives, operating initiatives or CapEx that we think are promising. Obviously, we have a dividend, which has long been sustained and we have a commitment to that. And then we'll look at -- if there's money left after those things, we'll look at acquisitions, we'll look at share repurchasing. So kind of implied is that there has to be some prioritization, which I just walked you through a little bit, but also some comparison. So we [ look ] at things like that. The one thing I would highlight is, I don't -- the question is phrased maybe a little bit as an either/or, which I don't think is true. We were in a position where our balance sheet is such where doing an acquisition like Leaf doesn't necessarily impede us from repurchasing shares or looking at other things. And we're continuing to generate cash as a business. So the till gets refilled as we move along in weeks and months and quarters and years. So I would say, first and foremost, I'm not sure it's an either/or. We do like building up -- all things being equal, we like building up income streams because it increases flexibility on a go-forward basis. But fundamentally, we have to believe an acquisition, whether it's Leaf or something else, it's going to be a good cash-on-cash return for us. So that is how we will evaluate Leaf, is do we think it's going to provide an adequate return on an unlevered basis on the cash deployed. So the last thing maybe worth referencing because somewhat embedded in here is a question on repurchasing. The -- I wrote about this -- I believe it was 2, might have been 3 annual letters ago, on repurchasing. We don't have a set program. I referenced that in my remarks. We -- if we think the stock is materially below intrinsic value, and we're not blacked out for some reason, we may repurchase and may repurchase in significant volume. But we are unlikely to ever say, hey we have a $100 million repurchase program that we're going to execute over ex time frame that doesn't take into account price, we would think that would actually be quite foolish. So that's how we look and think about repurchases. The one thing to note is our volume -- and this is what I wrote about a few years ago, unless there is a year where there's a tremendous amount of market activity and more liquidity than usual, we can sometimes be capped at we can be -- how much we can repurchase in the open market over a period of time because of volume. So I just looked quickly, and we're about 19,000 shares traded on average over the last 65 days. And that kind of implies if one were repurchasing in market at a 19,000 volume, how many shares you could repurchase per day as a company, and you are somewhat capped by that. So just another thing to take into account when you're viewing repurchases from Graham Holdings standpoint is at different points in time, we could potentially be capped just based on volume of trading of the stock as well. Okay. Next question is, in the past, you have said the pension could be advantageous and future potential deals you do. Please explain. So we did a transaction, I believe it was in Q1 of 2017. I believe that date was right, but don't hold me if it is off by a little bit, to acquire 2 television stations. And as part of that transaction, we used cash, and we also assumed unfunded liabilities from the seller -- unfunded pension liabilities as part of that transaction. And so that was a unique situation where somebody within an underfunded plan, we had assets that were transacting around and our overfunded plan allowed those pensioners to come into our plan and actually be better off and us -- and for us to assume that liability as part of the purchase price. So that happened, I believe, around 4 years ago. And we would be very interested in exploring an opportunity like that if it were to come up today in a variety of different industries. So that is, I guess, what we mean that it could be advantageous in future potential deals. And we're also continuing to explore what -- how can we leverage the pension for both, to enhance pensioner benefits but also enhance what we can do with it for shareholders as well. Okay. The next question is the earnings power of Leaf seems low today. Please discuss the reasons behind your long-term optimism. Leaf, which is in a unique position of -- most companies that we've acquired have not been public companies, so they've been private companies. So it's very easy to go and understand what the economics of Leaf have been over the past few years. Leaf has been a big beneficiary of the -- in its e-commerce businesses of the pandemic in the sense that it drove -- new customers drove kind of home decorating trends, drove increased volume for their business. And we believe that some portion of that will stay. I mean, certainly not all, but some portion of that will stay. And that they're, as a company, they have a profitable digital media business, and then they have the 2 art-oriented e-commerce businesses that we believe are on pretty good trends. And the company on the whole generated operating cash last year and has incurred some public company and some other costs that don't make sense to continue to incur if owned by Graham Holdings. And we expect the business will continue to grow over time. So I think our optimism is really tied to those facts, generating operating cash flow. They're already generating operating cash flow last year. There's a set of costs that won't make sense in the world of Graham Holdings and that they're in sectors that are pretty big and that they should be able to continue to grow over time. So that really describes the optimism for why we think Leaf can be a good part of the business on a go-forward basis. Can you better explain the financial upside long term of the Purdue deal? Andy, why don't I turn this one over to you?

Sure. Yes. The -- I mean, at a high level and without digging into all of those details, generally speaking, the way the deal is structured is as Purdue Global grows. Kaplan gets expenses reimbursed plus 12.5% of revenue as long as there is cash available to pay that fee. The 12.5% represents in part, purchase price, and in part, compensation for the services that we provide. I think there's a couple of things I should note about that. One is the institution grows, more cash has become available and that's a good thing for us. But the other thing that is important to understand is that we and Purdue have looked at Purdue Global in a very long term manner. That is -- as you know, we invested pretty -- we collectively Purdue Global, meaning Purdue, and Kaplan invested heavily in the establishment of Purdue Global some of the systems, some of the academic standards, some of the admission programs and so on to establish a new institution. And that reduced the amount of cash available to pay our fee, and we were fine with that because that's one of the reasons we established a 30-year deal. What it means is that academic quality and the reputation of the institution is very important to us and to Purdue over the long term. So the upside, you could model out at the pace at which you think Purdue Global might grow and to the extent to which that's going to generate sufficient cash to pay our fee, and that would be what you'd expect to be our upside. But you should know that we're always going to make sure that students are well served or getting an excellent education, getting good jobs afterwards, and we're never going to skip on that.

Okay. Thank you, Andy. Next question is what's the long-term outlook for Graham Media given the large migration of market share in the ad industry away from TV? Maybe I'll make a comment here and then ask Emily to comment. I think we feel very comfortable about what the short and midterm outlook for Graham Media is. I think the long-term outlook, and I've said this for a couple of years at this point, is the crystal ball isn't super clear. There are puts and takes associated with some of the trends in the business as people migrate to streaming, how much do they migrate, how much does cord-cutting hold up. And then you have kind of new advertising entrants into the space as well. So we feel very comfortable about what -- just to reiterate what the kind of short and midterm outlook of the business is. And I think there's a lot -- industry-wide, I think quite a few people have -- don't necessarily have answers on what the long-term outlook for the broadcast business looks like. So Emily, do you want to chime in with some thoughts there?

Yes. Thanks, Tim. Graham Media Group is fundamentally in the local news business. And to that extent, we've been really laser-focused on growing our digital and streaming content and delivery side of the business, precisely because we want to make sure that we are garnering as much of the advertising that is available to us, but also goes beyond what is the traditional core advertising revenue that we've seen in the past. I think what's happening is we're getting -- we get a better piece of that pie because of the strength of our stations. These are very strong not only television stations but media properties. So we've invested a lot in digital, a lot in streaming. And we do believe that in a long-term future, there may be fewer local television stations as a result of this, but we think we're going to be right there with the best of them when that time comes. We're going to continue to create new revenue streams, which is what we've been doing, growing our digital businesses. And we think there are some opportunities down the road when it comes to both the improvement of automation, which makes the buying of advertising easier and frictionless; and then, of course, the development of TSC 3.0, which is starting to create an addressable marketplace for TV.

Yes. The only thing I would add is, Emily and her team have really done a remarkable job on the digital side of the business, which I know doesn't get a lot of coverage in the space broadly. I believe Emily, was it every single market, we had the #1 local news site?

Yes. Actually, we are #1 in terms of all media news sites. So it's not just TV new sites, but it's all media news sites in every one of our markets. So yes, that's true.

Yes. So we're beating the newspapers, et cetera, in terms of local content that -- where people in those communities are going to get their local content. And that digital business, I might have mentioned this last year, has grown and has become like another station for us in terms of its scale and profitability. So when Emily speaks of, we are building new revenue streams and we're having some success there, I just wanted to call that out a little bit more tangibly how well the team is doing on that front. Okay. Next question is about health care. Home health and hospice is a very fragmented business nationwide. Big players such as Amedisys and LHC are much larger than Graham Healthcare Group. How do you grow organically? How do you consistently take market share over a period of many years in such a competitive environment? I'll just make one comment here, and then I'll ask David or Justin to chime in. Yes. I think the fact that the business is very fragmented, we do think it's some of the opportunity that over time it may get less fragmented. And even the players you mentioned still have a very small percentage of the overall market there. So we think that is an opportunity. The second thing that I would -- so I guess I have 2 comments. The second thing I would note is that it's fragmented nationally, it tends to look a lot differently locally. I mean this is a business where -- care is administered locally. And if you look at kind of the market shares on a city or DMA basis, it's going to look very different than it is in terms of fragmentation than if you do it on a national basis. And so that is -- whereas we are a relatively -- I would say we're a midsized player nationally, in the Detroit area, we are a very large player in that local geography. Justin or David, would you like to chime in here?

I would add -- this is David. I would add that in the markets we operate, we are in a handful of top home health and hospice providers because we built those local relationships over many years with physicians, discharge planners and hospitals. and with the nursing and therapy community from which we recruit. Brand and reputation and sustainability over time in local markets matter, stability matters when we're taking care of patients or hiring the next nurse. I would also say we -- our joint ventures provide, I think, additional growth opportunities and defensibility over time in the market because these health systems that are our partners want to keep patients in their system and their continuum, and that ends up -- therefore, they end up sending patients to our home health and hospice units. And then lastly, I would just add that while we are not of the largest in size, we do feel like we are able to operate at scale in terms of our back office efficiency. If you look at our operating margins compared to some of those that are mentioned, I think our margins stand out. Justin, do you have anything else you want to add?

No, that covers it. Thank you.

Thanks, David. Next question is about Kaplan. For university partners, how much opportunity is there to continuing growing the number of partners? For each partner added, is there incremental margin expansion [ and ] specific cost spread over a larger enrollment base? How much competition do you see in the university partnerships market? Andy, I'm just going to turn the straight over to you.

Okay. Sure. Well, the short answer is there's considerable opportunity to keep on growing a number of universities. I'd start by saying, our business university is larger and considerably more profitable than some of the widely known providers of sort of generally comparable services, companies that are -- including companies that are valued in the many billions of dollars. We continue to add new partners on a regular basis, but we're not -- we do it in a particular way. We don't want just any university partner. We have a strategy. We want universities that have visionary leaders who are -- who have control of their institutions. We want institutions they want to grow and institutions they want to innovate. And when we find those kinds of universities, we are very, very attracted because our track record has been really strong in helping those university presidents and those university teams succeed if they have those kinds of characteristics. And when we do add university partners, yes, I mean, clearly, we have an infrastructure that we can apply across additional partners. I will say that we have a rule that we apply internally, which is no new partner should negatively impact an existing partner. That is -- I think we have a good record of showing that we can add partners and, through that, add infrastructure and capabilities that help all of our partners. But we -- once you sign on with a partner for us, you can count on us not looking at the next broad smile and chasing that. We're going to be loyal to our existing partners and grow to the extent that we can add to the overall strength of our partner base. It is a competitive marketplace. There are a lot of institutions or companies that do parts of what we do. There's nobody who does the online enablement, the international student recruitment, credential helping with students, helping universities get exposure to students before they arrive on campus, pathway programs and so on. That breadth is very attractive to universities and doesn't exist anywhere else.

Thanks, Andy. We're going to stick with you here. The next question is probably best answered by you as well, which is, with the recent trend of many colleges no longer requiring SATs, what do you see is the impact on Kaplan North America?

Well, I mean, I guess I should start with SAT is less than 1% of Kaplan's revenue. So their financial impact, even if SAT went away altogether, is quite modest. I will say certainly during the pandemic, there have been more institutions that have gone kind of test optional. There are a few that have said that they are pulling away from the SATs. But even those that have done so, have often said we're going to use some other kind of tests. And this notion of a common yardstick is very important for institutions because it is just hard to compare one student to another based merely on high school transcript or essays. They want something that can compare students across schools in some fashion. And whether it's the SAT or the ACT or something else, I think Kaplan will be there. It is certainly a transitional period, but I don't see this -- I see it as an area that will continue to be a good business for Kaplan. But even if things went sharply against testing, Kaplan would be fine.

Okay. Thank you for that. Next question is, the other segment contains declining businesses, growing businesses, money losers and money makers. In the aggregate, it loses a substantial amount. What guidance can you offer to investors as to the intrinsic value of these businesses? It's a good question. So first, I would say, I'm not sure I would classify anything in there as declining, at least by my definition, but I would certainly agree with the other characterizations. The segment here, I mean they tend to be smaller businesses that are either at an investment stage that we think could have real opportunity or they are smaller where they don't make sense to break out from a financial standpoint. I think one, how do we get investors comfortable that there may be intrinsic value there. I think Megaphone would be an example of that. I think we had talked about Megaphone over time at the company and we really saw an opportunity in the audio and the podcast space, and it required investment to get it there. And as we saw strong performance, we continued that investment. And ultimately, we think that was a good creation of a reasonable amount of value at the company. I don't expect that to happen with everything. I do expect that over time, we'll do pretty well in this segment. Just talking a little bit about kind of 2020 and 2021, I would expect that -- I mentioned in the remarks that the operating losses in the segment on the whole, we expect to improve pretty substantially in 2021 vis-a-vis 2020. Two things to call out, each of which I referenced a little bit, but I'll just touch on directly. One, in this segment, the Clyde's Restaurant Group is in there. And obviously, that is a business which when we looked at acquiring it, and I think we looked at maybe 20 years of previous financials and it has made money in all 20 of those years. And the pandemic, obviously, really changed that and hurt that and shut that down and put it in a relatively substantial loss mode. We expect that, that will change, and that will have a pretty big impact on the overall numbers of that segment. The second is Framebridge, and we talked about this in the Shareholders' Day in late November, I think it was early December, actually, that we see a lot of opportunity. We've seen good numbers on a retail plan there, and we're going to have this be a pretty heavy investment year to continue to drive that business. So I think in that segment on the whole, those 2 things will have pretty substantial impacts on the total operating losses in that segment over time. And if things play out how we expect that they will, I think you'll see real value come out of those 2 businesses, as I just discussed. So hopefully, that's a little bit of additional insight on that. What is the best counterarguments to conducting a spin of -- spin-off of the broadcasting business? Shareholders would gain strategic optionality, did we lose anything? Well, I think to some degree, the best counterargument, it's probably 2020. I'm not sure that we would have had the flexibility to do the things that we -- I think we're good in creating long-term value for our shareholders if Graham Media Group hadn't done so well for us in 2020. Whether that tied to repurchasing, whether it's tied to the ability to kind of keep some projects in flight that we feel very strong about to support the losses at the Languages business, which we suspect we'll end up having been the right thing to do from a shareholder standpoint, would have changed the profile of the business in a way that I think 2020 might have been -- might have caused deterioration of value in other areas. So I think that's a piece of things. The other thing that we really look at here, and obviously, we have looked at our portfolio over time. And both Don, probably most notably and famously with the newspaper, with Cable ONE when I was -- I had joined the company at that point in time, that Don was CEO, with the recent sale of Megaphone. In each of those cases, we thought the -- we thought the company -- the operation was actually better off after whatever transaction occurred. And so I think this is less of a broadcast-specific comment, but how we think about that overall. If there's -- if the operation is actually going to be better off in a different structure, well, that's different than if it's just a financial structure change. And so that's something that we obviously think about -- well, maybe not obviously, but that is something that we think about in terms of our portfolio overall as well. Okay. Next question. Purdue Global has done well recently with enrollment, with 35,000 students. How much more growth do you see? Andy, why don't you take this?

Yes. I mean obviously, we don't tend to project numbers into the future. I would just say that I think that on the one hand, online education is -- seems highly likely to grow in the years ahead. On the other hand, there's going to be increasing competition. So that -- you'd be betting on how are we going to do in that environment. We feel pretty good and confident, but we have typically not given growth numbers or projections. If you want to say something, Tim, you're welcome to.

Well, next question. The funding status of your pension obligation are unique in corporate America. What are the range of options available to take advantage of the situation? I realize this didn't happen overnight and you've been working with us for decades, so congratulations for being where you are. The last part of that question is probably the most important. I mean most of this happened before I joined the company and the great benefit to having had Warren Buffett on the Board long before my time and really convincing the company that how to think about both the obligations associated with pensions, but also how to think about an investment strategy in order to meet those obligations. And so the company has been in a unique position where it has not had to contribute cash to the pension fund in several decades. We have tried to do, really do smart thoughtful things with the pension both in terms of continuing to grow the asset value and make sure that we're doing what we can for pensioners. We actually, not too long ago, enhanced the pension benefit a little bit. And then occasionally, we did -- we annuitized of course the liabilities with an insurance company about 18 months ago as well. And so net result of that is that the gap between our assets and our liabilities have continued to grow as has the absolute total of the assets. The -- there was an earlier question where I referenced an example where we assume some liabilities as part of a transaction. We would much entertain those types of conversations again and have attempted to entertain those types of conversations again. The other things that we look at are, one, what -- how can it be useful to our employees? And that is an area that we are continuing to spend an awful lot of focus on. I referenced enhanced benefits that we pushed through a few years ago. But we're continuing to look at that area. Can it be a retention tool in a way that's kind of an unfair advantage relative to competitors. And lastly, the pension allows us -- in every so often case where a unit may have a restructuring to undergo and their job losses, it allows us to really provide enhanced benefits as part of that, that can be paid out of the pension fund. So those are areas we look at using the pension today. We are really interested in continuing to find additional areas to use the pension. So I mentioned this in the comments, and I'll just reiterate here. This is an area that management is spending a lot of time trying to figure out can we do more in any of those 3 areas? Or are there additional opportunities that may come up as well. So -- but end of the day, if our overfunding status continues to go up and the balance continues to go up, it'll be a good thing for both pensioners and shareholders. Okay. Could you briefly discuss CapEx plans for 2021 or beyond? Any major projects or unusual items to highlight that were similar to 2019 on CapEx? Wally, do you want to address this one?

Sure. For 2021, the CapEx estimate is $55 million to $65 million. And on a quarterly basis, we provide an updated estimate. At this time, there's really nothing unusual to cite. for this year's CapEx. That could obviously change as things happen during the year.

Next question is how many segments would you view as too many segments as you identify acquisitions? Might you also identify spin-offs or divestitures that we don't wind up with 7 to 10 segments? So I addressed a little bit how we think about spin-offs or divestitures in an earlier question. The too many segments question is something that we've -- I mean there's a financial reporting segments and then there's an operating basis of how many operations do we feel like we can reasonably manage. And I think one of the things about 2020, and I wrote about this a bit in the letter, is we are a relatively small corporate team. And we have a diverse set of businesses, and I tend to work with the operators of those businesses in one way. And COVID kind of threw each of our businesses into its own version of -- into their own versions of disarray all at the same time. And it was a test for both our structure and our management teams and the corporate leadership team. And I think we passed. It wasn't without a lot of hard work and effort. But even in what I would call probably about the most stress-tested scenario that I could think of, we were able to still be comfortable with how we interacted with our businesses and managed our businesses. So I do think that we have the ability to scale and that's a benefit to the company overall. So, all right. Well, we probably have time here for one last question. So there are a couple of questions that came in on Leaf Group, right, in a row here. So I will maybe loop them together around how do we plan to add value to Leaf Group assets? And will Leaf Group require investment over time? So we expect Leaf Group will not require -- will be cash generative. I mentioned that in the remarks. There might be a little bit of an integration piece, but over any sustained period of time will be a profitable business for the company. So will not require investment. We do think that we have some businesses in related -- kind of related operations on both the digital media and on the art side. And as I mentioned on a different topic but an earlier answer, we like to facilitate, we don't like to mandate. And -- but I think there are some logical areas where those operations can figure out if there are things to do to make sense or not. But I suspect -- I'm hopeful that the answer to that will be yes. So we really do think that there's some opportunities for a little bit of incremental scale and ways for our companies to think about working together. And as I mentioned before, we think that Leaf has some costs that they won't necessarily need in our -- when owned by us. And that it should be a profitable business that doesn't require future investments, unless there are logical things to do over time that aren't what they're doing today, but based on the business as it is today, it should -- we believe it should be able to profitably grow. So, okay. Well, I want to thank everybody for all the questions. And for those that we didn't get to -- sorry, we are out of time. There's a Graham Holdings Board meeting shortly after this, so we have to wrap up. But I really appreciate the thoughtfulness of all the questions here. So we're going to go to try and wrap up the meeting, but I appreciate all the questions. So the polls are now closed and the votes for election of directors and the proposal before the Class A shareholders have been tabulated.

Mr. O’Shaughnessy, the inspectors of votes have presented their second report showing the following preliminary results. On the election of directors to hold office until the next Annual Meeting of Stockholders and until their respective successors have been elected and shall qualify or as otherwise provided in the bylaws, the following directors have been elected by the holders of Class A common stock and all received 964,001 votes: Thomas S. Gayner, Donald E. Graham, Jack A. Markell, Timothy J. O'Shaughnessy, G. Richard Wagoner and Katharine Weymouth. The following directors have been elected by the holders of Class B common stock, all having received at least 1,968,784 votes: Tony Allen, Christopher C. Davis, Anne M. Mulcahy. On the proposal to approve the compensation paid to the named executive officers of the company in 2020 on an advisory basis, the holders of all 964,001 shares of Class A stock or 100% of the outstanding Class A stock voted for the proposal.

I hereby declare that based on the preliminary report of the inspectors of votes, the individuals nominated by the Board of Directors and named in the report have been duly elected directors of the company. In addition, the proposal for the Class A shareholders has been duly adopted by the holders of all outstanding shares of Class A stock entitled to vote thereon. Before we adjourn, I just want to take a moment to thank 2 directors who will be retiring from our Board after this meeting, Lee Bollinger and Larry Thompson. Lee joined the Board in 2007. Larry joined the Board in 2011. And I commented a little bit earlier on how lucky we are as an organization and how lucky our shareholder group is to have the Board that we have and have had over the years. Lee and Larry have been a big part of that. I mean they know this company inside and out. They have helped the company navigate through huge issues, regulatory-related, business model disruption related. I couldn't have asked for better advisers, and I know Don feels the same way as well. They really have seen a lot of the company. They were on the Board and helped the company think through the sales of The Washington Post, the sale of Kaplan University to Purdue and the transition of our Higher Ed business to becoming a service provider. And frankly, untold other things that don't rise to the public visibility that people see. So they have been wonderful and trusted advisers, and I just want to thank them on both -- behalf of the company and the employees and all of the shareholders as well as they retire and step off the Board. So with that, if there is any further business -- is there any further business to be brought before the meeting? If not, I suggest we adjourn.

I move that this meeting be adjourned.

I second the motion.

All those in favor of the motion? Opposed? Motion is carried. I hereby declare the meeting adjourned.

This concludes today's meeting. You may now disconnect.