Thank you to the folks at The Hamilton for hosting us once again. Their kitchen staff are waking up bright and early to go and have a little buffet ready for us. We really appreciate John and Kevin and the whole team for helping facilitate. With that, we'll get started. Good morning, ladies and gentlemen. The meeting will please come to order. I'm Tim O'Shaughnessy, President and Chief Executive Officer of Graham Holdings Company. I will act as the chairman of the meeting. To my right is Wally Cooney, Senior Vice President and CFO of the company, and Nicole Maddrey, Senior Vice President and General Counsel and Secretary of the company, who will act as the secretary of the meeting. I'd like to welcome you all to the Annual Meeting of Stockholders for 2023. Let me briefly describe what is on the program 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 and remarks from Andy Rosen, CEO of Kaplan, we'll proceed to the election of directors, the proposals to be voted on by the Class A shareholders on an advisory basis to approve the 2022 compensation awarded to the named executive officers and to determine the frequency of shareholder advisory votes regarding compensation awarded to named executive officers. 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 present: Donald E. Graham, Tony Allen, Danielle Conley, Christopher C. Davis, Thomas S. Gayner, Anne M. Mulcahy, G. Richard Wagoner Jr., Katharine Weymouth, and myself. Also present from PricewaterhouseCoopers, the company's independent registered public accounting firm, are Thomas Leonard and Andrew Weidinger. Will the secretary please present to the meeting all supporting documents? For the purposes of this meeting, I present affidavits of mailing of the notice of meeting, proxy statement, forms of proxy and annual report for 2022 to each stockholder of record at the close of business on March 15, 2023, 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 15, 2023, which has been available for at least 10 days preceding this 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 held on May 5, 2022. Alyssa Zagare and Elaine Wolfe 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 the votes have canvassed the stockholders present in person or by proxy and have presented to me their first report, which shows that there are present in person or by proxy 27 stockholders holding 964,001 shares of 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 3,027,500 shares of Class B common stock of the company, or 79% of the 3,818,873 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 be proceeded 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, for the Class A shareholders on an advisory basis to vote to approve the 2022 compensation awarded to named executive officers. Three, for the Class A shareholders on an advisory basis to vote to determine the frequency of shareholder advisory vote regarding compensation awarded to named executive officers. Four, 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, Andrew S. Rosen, CEO of Kaplan, Inc., will speak about Kaplan, Inc.'s operations. We'll proceed to the nomination of directors. While the votes are being tabulated, the floor will be open for questions relating to business matters. Welcome back to The Hamilton Live, now in its second year of hosting the Graham Holdings Company Annual Meeting. My obligation to remind you that a late breakfast around the corner at The Old Ebbitt Grill is the perfect way to top off your time here. It's wonderful to see those attending the meeting in person again. Many members of management are also in attendance, so I hope you've been able to chat with the folks that run the businesses day in and day out. I will provide an update on operations, and then I'll hand the mic over to Andrew S. Rosen, Kaplan's CEO, who will spend some time discussing the operations at Kaplan International. In recent years, we've discussed the shifting makeup of our business. As you can see, that trend continued in 2022. While we've been able to add additional segments such as automotive and healthcare that were not meaningful only a few years ago, we've also reached a point where we believe that the company can consistently grow both organically and via bolt-on acquisition. This changing makeup of the business likely means the overall lumpiness of earnings, where earnings in even years are disproportionately driven by political advertising at Graham Media Group may be diminished in the future. For example, from 2021 to 2022, adjusted operating cash flow at the Broadcast Group increased year-over-year by $51 million, largely due to the election cycle. However, the company's total adjusted operating cash flow increased by $115 million, meaning the rest of the company grew adjusted operating cash flow by $64 million. We believe some version of this should continue in 2023 and most years in the future. In Q1, revenue increased 13% over prior year and adjusted operating cash flow decreased 11% from $80 million to $72 million. Overall, we are pleased with most of the results in our segments. We did have a few comparative headwinds. Q1 of 2022 had large wood gains at Hoover that were not repeated in 2023, and Graham Media Group benefited from primaries, the Winter Olympics and the Super Bowl in 2022, none of which occurred on our stations in 2023. I'd like to take a minute and discuss why we are presented adjusted operating cash flow in our results alongside our capital expenditures. At the core, we're trying to give ourselves, and you, our shareholders, a proxy for the cash flow generation capabilities of the company. Adjusted operating cash flow takes our income statement or our operating income and excludes our amortization, depreciation, and pension expenses. I'll offer a brief explanation in that order. Many of you know our amortization expense is non-cash. As such, we exclude it from our operating cash flow numbers. Depreciation. This is a real cash expense is more reflective of the past than the present. Pension expense. This is the area where we are most unique as compared to many other companies. We have an active defined benefit plan with employees accruing benefits at present day. We have a pension trust that is funded at a level several multiples higher than our actual liabilities. The trust funding is at a level where servicing existing and future benefits is plausible with existing assets in all but the most draconian scenarios. What that means is that the pension expense that flows through the company's P&L will not require cash from our treasury or hit the cash flow statement. It is covered by the overfunded pension trust. We're actively trying to figure out how to leverage the pension trust for additional expenses that may currently be paid out of treasury. This is important to note because if our pension expense goes up, it's more likely than not a good thing as the cash flow profile of the business may have improved even if reported earnings decline. Lastly, we like to show capital expenditures next to adjusted operating cash flow because it gives a pretty good sense of what pre-tax cash flow, free cash flow for the period looks like. Of course, by their nature, capital expenditures can be lumpy and include things like property acquisitions, but in combination, adjusted operating cash flow and capital expenditures should provide a meaningful indication of the company's pre-tax free cash flow. We'll discuss unit-specific results shortly, but I wanted to provide a bit of an overview on the portfolio of businesses at Graham Holdings Company, as well as how we think about next steps based on their current financial profiles. At the core, we have businesses that are either profitable or unprofitable. They're also either growing, shrinking, or relatively stable. While the profitable versus unprofitable distinction is entirely quantitative, the growing versus stable versus shrinking dynamic is my interpretation of the blend of recent history combined with near-term expectations. For our profitable growing businesses, our goal is to build out durability and evaluate bolt-on M&A transactions that can be both accretive and expand the moat. We are pleased that two of our biggest businesses fall into this category. For profitable, stable businesses, the approach is largely similar to the prior category, with perhaps an additional eye toward protecting and defending. We'll pursue bolt-on M&A in this category as well. With any profitable shrinking businesses, we hope to protect profitability while stabilizing revenue and income declines. We're unlikely to pursue bolt-on M&A, but would look at participating in consolidation if it were required to maintain viability for a sector. Now let's move to the other side of the ledger. At our unprofitable growing businesses, we continue to monitor the unit economic models and evaluate how much cumulative capital we believe is required for a business to become self-sustaining, the scale of the opportunity, and the timeframe in which we believe we can achieve profitability. We calibrate investment levels to achieve adequate returns. M&A rarely makes sense in these cases, although I would not unilaterally rule it out if we were convinced it would reduce the cumulative capital needed to become profitable. At our unprofitable, stable businesses, we evaluate the following: whether growth can reasonably be restarted with attractive unit economics, whether costs can be reduced to an extent where the business becomes profitable, if divestiture is possible and makes sense, failing the above, evaluate closure. While it may be inevitable from time to time, we hope to limit both the number and duration of stay of any businesses in our last category, the unprofitable shrinking bucket. When one of our companies winds up here, we evaluate all options ranging from restructure to sale to closure. Our bias is to move fast as without substantial change, things usually get worse, not better. We currently have one business that we classify in this bucket, Leaf Group. We will discuss Leaf shortly. We've had success in having units exit from an unprofitable group. Recent History, Megaphone, and Forney graduated out of this category. At present, we are optimistic that Code3, Slate, and Foreign Policy are on the cusp of doing so as well. Let's segue to the unit-specific operating results. I've asked Andy to provide a more detailed overview of Kaplan International, I will only briefly re-review results at Kaplan. As you'll hear more about, the recovery post-pandemic has been led by Kaplan International. Overall, the adjusted operating cash flow at Kaplan increased from $111 million to $142 million. The higher education business, led by our partnership with Purdue, continues to be a steady contributor to earnings. As previously conveyed, the traditional test prep business has suffered from a diminished test-taking environment and has pulled down the results at supplemental education. These overall trends continued into Q1. The broadcasting segment had a record year in 2022, which was a nice way to ring in Catherine Badalamente's tenure as CEO at Graham Media Group. Adjusted operating cash flow increased from $172 million to $223 million and grew $6 million over the previous election cycle year, 2020. Core advertising remained strong, and political spending in Michigan and Texas helped drive results. We continue to watch the trends in the business closely and noted a modest acceleration in cord-cutting and the corresponding impact on net retransmission revenue as the year progressed. Growth in OTT revenue continues to be an important part of the future, and we are hopeful it can be a partial offset to cord-cutting and the corresponding impact on retransmission. 2022 was a nice year at our manufacturing segment, as adjusted operating cash flow grew from $48 million to $65 million. Results were down modestly in Q1 as we lapped a large wood gain in Q1 of 2022. As a reminder, over the course of any 12-month period, we tend to have modest profitability in the buying of wood at Hoover. Wood is largely a pass-through cost to our customers. We receive our margin from treating the wood and efficiently delivering it to the customer. We buy wood at large volumes, and over time, we tend to make a little bit of money on the wood itself. However, as wood prices swing, we can have short-term inventory value volatility that can cause a large gain or loss in any particular quarter. In Q1 of 2022, we had a large gain that was not repeated in Q1 of 2023. In fact, most of those gains were given back over the remainder of 2022. Hoover continues to be a strong business providing a vital product to the construction industry. Additionally, Forney and Joyce continue to be steady contributors to the company. Dekko's operations continue to be under pressure from the reduced demand for commercial real estate and office build-outs, causing declines in their power and data business. Dekko has been able to remain profitable but at reduced earning power. The team continues to explore ways to protect the income statement until the market stabilizes. At last year's annual meeting, I asked David Curtis and Justin DeWitte, the co-CEOs of Graham Healthcare Group, to present on our healthcare business, as it has become a bigger piece of Graham Holdings, I expect that trend to continue. As a reminder, we have three different types of operations at Graham Healthcare Group. Wholly owned operations in the home health and hospice fields. Home health and hospice joint venture operations, where we typically own less than 50%, we manage the operations. Majority investments where we own between 50% and 100% of the business, usually in related or adjacent fields. Adjusted operating cash flow results in 2022 were up modestly from the prior year, although revenue was up 46%. As previously discussed, in 2022, we invested in building up our team's capabilities and scaling ahead of anticipated growth. In Q1, revenue continued its strong growth rate and adjusted operating cash flow, as well as equity earnings and affiliates, were each up meaningfully from the prior year. As the year progresses, we're optimistic that we will begin to see additional operating leverage from these investments. These will help maintain our excellence of care standards as well as to drive an improved income statement. I also wanted to provide a sense of the shifting nature of Graham Healthcare Group. While this slide excludes our JV ventures, so it is not a comprehensive overview, it does give a sense of the growth characteristics at CSI Pharmacy and other direct investments. Our expectation is that if we were to show this pie again next year, a further shift will be reflected. The automotive segment is predominantly comprised of franchise dealerships. These are owned in partnership with and managed by Christopher J. Ourisman and his team. 2022 was a good year. Adjusted operating cash flow grew from $14 million to $38 million. This growth was due to improved results at existing rooftops, as well as the addition of several acquired dealerships. We think we have a formula that works in this segment. We've partnered with an operator with family roots in the D.C. automotive market that date back over 100 years. We've also been able to use our increasing scale to improve functions at newly acquired dealerships. Results were once again up from Q1 2022 to Q1 2023 for the same reasons discussed. The sector has certainly had tailwinds that have helped drive results over the past two years. In the coming years, we expect some of those tailwinds to die down and others to persist, for our group to still maintain strong cash flow characteristics. Our other businesses group had a mixed 2022 and Q1 of 2023. As previously stated, we expect and continue to expect 2022 to be the peak investment year. In that year, in 2022, revenue increased from $324 million to $416 million, while adjusted operating cash flow losses increased from $63 million to $75 million. In Q1, revenue declined by 8% as compared to the prior year, and adjusted operating cash flow losses were roughly flat. The biggest driver of negative performance in this segment has been the results at Leaf Group. For both 2022 and Q1 of 2023, segment results excluding Leaf were improved on both the revenue and adjusted operating cash flow sides. To provide more clarity, in Q1 of 2023, excluding Leaf, revenues for the rest of the segment grew percentage-wise by double digits, while adjusted operating cash flow showed a similar level of improvement. As addressed in the annual letter to shareholders, clearly the results at Leaf Group have been far below our expectations at the time of the acquisition. I wanted to take this opportunity to update you on some recent changes. First, a refresher. Leaf Group is comprised of three business units: Leaf Media, a collection of lifestyle brands such as Well+Good, Livestrong, and Hunker Saatchi Art, a marketplace for artists to reach a wider audience to sell their original works. Society6, an online retailer that allows artists to upload original designs, which Society6 then applies to products manufactured through print-on-demand partners. These units each have business owners and have reported into a centralized Leaf corporate team, which provides a set of G&A functions and shared services. Earlier this year, the CEO of Leaf Group left the business. We concurrently came to the conclusion that a holding company reporting to a holding company was not serving the interests of the business well or driving the desired results. We are working with the Leaf team to begin a process of creating three standalone businesses that will report directly into Graham Holdings. At the end of this period, Leaf Group will no longer exist as a consolidated business. We expect much of this transition to occur in the second quarter, with some additional transition-related items occurring over the remainder of the year. With this effort, we expect annual costs to be reduced by no less than $15 million, with minimal risk to revenue. There are good people at the Leaf businesses committed to driving these improvements in operations, and I'd like to thank them for their recent efforts as well as their efforts in the months ahead. Let's now move away from operations and the income statement to the balance sheet. Liquidity at the company remains strong, and cash and marketable securities continue to modestly outpace total debt. We consider both our gross and net leverage ratios as conservative. Lastly, it wouldn't be a Graham Holdings annual meeting without at least one reference to our pension plan funding status. At year-end, both assets and liabilities were down from the prior year, with the decline in assets outpacing the decline in liabilities. This took our overfunding status down modestly from 3.1x overfunded to 2.9x overfunded. As discussed earlier, we continue to explore additional ways to use the pension funding. At this time, I'd like to ask my colleague, Andy Rosen, to come up and discuss the progress at Kaplan International. Andy. Thanks, Tim. Good report. Over the last few years, I've described how we're positioning Kaplan for growth by leveraging our strong relationships with students and partners, as well as our unique assets and capabilities. I've included in my reports an assessment of the impact of the pandemic. Well, fortunately, with the pandemic behind us, we have emerged with an even stronger market position as we spent the last several years embedding more earning power into the business. This is particularly true at Kaplan International. I thought I'd spend some time today highlighting how that business has progressed. As a reminder, we have two primary divisions, Kaplan North America and Kaplan International. In North America, our higher ed and supplemental education businesses provide online enablement and other services for universities, as well as test prep and professional education programs for students and businesses. Kaplan International provides a range of professional, higher education, and language programs operated mostly outside of the United States. As you can see, Kaplan International, or KI, as we refer to it internally, as a percentage of Kaplan, has evolved over the last decade to become the largest contributor to Kaplan's revenue and operating income. For 2022, KI comprised 57% of our consolidated revenue and $72 million in operating income, respectively. As I pointed out earlier, the pandemic was hard on our international business, most of our businesses in there rely on students traveling abroad for study. You see that here in the revenue and operating incomes for 2020 and 2021. The languages business was hardest hit, as these students are looking for an immersive cultural experience that cannot be replicated online. Our Australia-based businesses also suffered from that country's extended lockdown. For the most part, our other international businesses held up surprisingly well. During the pandemic, we strengthened these businesses with investments in digital capabilities, relationship building, and a leaner expense infrastructure. Over the next few slides, I wanna spend a few minutes describing our KI businesses, describing our approach in developing our international position, and a few of the differentiating elements that illuminate why we believe we have something special. Our primary international business activities can be summarized into the following groupings. First, at Pathways, we recruit qualified students from around the world to our US, UK, and Australian university partners. Sometimes we recruit these students for direct admissions into to university degree programs. In most cases, we provide the university's first year, the foundational year of the education, typically, but not always, on the campus of the university partner. For 2022, we served more than 16,000 students under these pathway offerings. Our pathway students achieve impressive outcomes. More than 92% matriculate onto their first or second choice university, usually the campus with which their pathway program is affiliated. These programs provide immense socioeconomic mobility for students and significant diversity and financial benefits to our university partners. During the pandemic, many of these students began their pathway studies online, and an increasing percentage live in Kaplan residence halls on or near their home campus. Second, we offer a range of professional education and assessment products, mostly in the UK, Australia, Singapore, and the Middle East, focused on the accountancy, finance, wealth management, legal, project management, and technology professions. Our programs prepare students to obtain or maintain required licensures or certifications to practice in their designated fields and to improve their performance in their jobs as professionals and leaders. We contract with hundreds of companies in this effort and have established a strong reputation over many years for quality student outcomes and client satisfaction. We served approximately 123,000 students across these product lines in 2022. At our languages business, we served about 31,000 students in 2022 across our English, French, German, and Italian language schools. Our activities and languages also include our ownership and operation of the largest student recruitment agency in Europe, as well as popular summer language camps in Europe. Students seeking our core language programs are looking to improve their language proficiency while having a fun, immersive experience in a different country with similarly minded students. Not surprisingly, this business was hit the hardest by the pandemic as students were unable to travel for the better part of two years. 2022 saw the reopening of student travel in most markets, though China's reopening was largely deferred until late in the year. A material recovery in our language financial results happily followed suit with the restoration of travel for most of the world. Next, we own and operate business schools located in Dublin, Ireland, and five of Australia's largest cities. In 2022, we served close to 6,000 students in these schools. Enrollment levels were depressed by the pandemic-induced closure of Australia to international students for almost all of 2020 and 2021. Despite the challenges of the pandemic, the leaders of our business schools stayed focused on delivering high-quality student outcomes as well as adding new programs of study and building on our reputation in new and existing international student source markets. The result is record new enrollment levels as we finished last year and commenced 2023. Our university hosting programs are centered in Singapore. In this unit, we offer our own higher education programs, and we host a number of university partner programs. In total, we serve approximately 12,000 students in the Singapore market. Hosting activities include providing teaching facilities, recruitment, admission, and pastoral care, and in some cases, teaching the programs, all under the auspices of our university partners and Singapore regulatory authorities. The private education market in Singapore is tightly regulated, with occasional missteps, even minor ones, receiving sanctions. Even with our extensive global compliance environment, we've seen this ourselves, most recently in 2021. Our team responded quickly and decisively, working with the government to resolve some issues that had a short-term negative impact on our earnings. We place a high priority on a positive relationship with regulatory authorities around the world and see good opportunities for growth in our university hosting business. Our sixth form colleges operate under the brand name Mander Portman Woodward, or MPW, at three school locations in London, Birmingham, and Cambridge, England. The MPW program serves students who are strongly dedicated to improving their A-level or GCSE exam scores to help them qualify for entry into highly selective UK universities. The MPW curriculum is intensely focused, delivering an average student-teacher ratio of 6: 1 and includes extensive student support services. About 30% of MPW students travel to England from other countries to take our programs. This portion of our student enrollment was negatively impacted by the pandemic, but it's now nicely recovering. We served 3,000 students at MPW in 2022. Finally, we have made meaningful progress over the past five years in building our online higher education programs with UK universities. This unit, Kaplan Open Learning, has multi-year exclusive contracts with the University of Essex and the University of Liverpool to provision a significant range of undergraduate and graduate programs online. Our services under these contracts range from student marketing and recruitment through to the delivery of programs under close supervision of our university partners. We served 5,000 students at KOL in 2022, mostly from the UK We are excited about the growth in enrollment possibilities outside of the UK market. 20 years ago, KI consisted largely of our UK professional business, which focused primarily on accountancy training. Since then, we've grown consistently by expanding into adjacent areas that leverage our expertise. We will continue to do so as we see enormous opportunity to tap into a powerful global trend. Expanding middle-class populations around the world want access to quality higher and professional education, but often face a dearth of opportunities and options in their home countries. KI's expertise in international student recruitment, language services, academic and professional course delivery, and pastoral care serve as a foundation upon which we will continue to build. I want to give you a sense of why Kaplan has such a unique advantage here. Operating internationally is highly complex, so being strong in the fundamentals is crucial. These boxes each represent essential areas where KI has market strength and advantage. The first box on this graphic is people for an obvious reason. KI requires highly skilled, trusted professionals and leaders with deep regional expertise across many global markets and areas of specialization. Now, granted, I am not entirely unbiased, but I think almost anyone would agree that KI's leadership team is the deepest, most experienced, and most able of any in international education. David Jones, KI CEO, is the dean of international educators. He has led high-powered, high-quality organizations for more than four decades, just under half of that with us. He is legendary for his relationships and his insight. His right hand, Andrew, is similarly admired and has his own very deep experience and expertise, including overseeing Study Group back in the day. They work with a group of country, product, academic, sales, and home office leaders who are, person by person, really the best in the business. Most of this team has worked together for years, steadily building KI's capabilities and culture in a careful, compliant, and pro-student manner. Top to bottom, KI's team is deeply experienced, ethical, caring, and driven to achieve student outcomes. That leadership team is distributed across an extensive global footprint. From sales offices strategically located in attractive source markets around the world to school and delivery locations in sought-after destinations in the UK, Europe, Americas, Australia, and Singapore. KI's footprint provides the geographic diversity and local capabilities to capitalize on and respond to emerging geopolitical and economic trends. From these office locations, through relationships, partnerships, and employees, Kaplan's reach extends to virtually every country in the world. An example here, in 2021 and continuing throughout 2022, China's COVID policy sharply limited the number of Chinese students studying abroad. That's a troubling development for us as Chinese students were an important part of KI's program population. KI's long presence in India and scores of smaller countries in every corner of the world where Kaplan has built deep relationships enabled KI to continue to serve our partners and the rapidly growing demand for international education in those countries, resulting in a total enrollment growth in 2022, offsetting the negative impact from China through new sources. That's a performance trend that continues into 2023. When we talk about our programs with prospective students, they are interested in a number of factors, but right near the top is the reputation of the university partners we represent in the locations where they wanna study. The quality of the university partner portfolio our KI team has steadily and carefully assembled is paramount to the earning power of KI's higher education businesses. The prestige of many of the corporations, certifying bodies, and professional associations presented here are also powerful in driving the earning power of KI's professional education business. As a reminder, by the way, we're just talking about KI partnerships here. This slide doesn't reflect any of the large number of Kaplan North America partnerships. This network effect of the total, which grows each year, creates new and interesting growth opportunities for KI. An example here, earlier this year, our Pathways business secured a new contract to provide international student recruiting for the University of Victoria in British Columbia, Canada, that is. Canada is an increasingly attractive destination for international students. This new partnership was actually led by our Australia team, which had a strong relationship with the president and vice chancellor at University of Victoria based on his previous tenure leading a strong partner in Australia. The Australia team leveraged the Kaplan talent and capabilities from around the world to access that program. Really, our excellent reputation and the strength of our university partnerships continually pays dividends in sometimes unexpected ways. The ability to economically source qualified students throughout the globe is another key developed advantage of KI. KI's recruiting network is unparalleled and becomes stronger each year as thousands of students, parents, agents, government sponsors, high schools, and other sources of students receive a quality experience from one or one of our KI programs. While the quality of our programs is a driver, KI's ability to utilize its extensive multi-channel recruitment network to source a diverse and qualified population of students and route them to the appropriate program in their desired destination, that's a critical component to our growth. Each time we do so, we strengthen the entire flywheel. All of the elements that I've highlighted are critical, none of them would enable a sustaining business if Kaplan wasn't laser-focused on the quality of our products and services. In this respect, I think our early foundation in test prep, where learning outcomes are all that matters, has served us well. In a world of education companies that come and go, we've thrived for 85 years because we're focused on the results our students and customers seek. That means academic outcomes, pastoral care, customer service, and more. Our partners, students, and regulatory authorities tell us regularly they greatly value what we do and how we do it. Part of that stems from our internal cadence of formal structured reviews, not just the financial performance, but regular sessions on academic progress, on customer outcomes and satisfaction, on regulatory compliance, on employee engagement, and more. We take these very seriously, they are vital contributors to excellent customer experiences and are core to our long-term success. I obviously feel great about the prospects of our KI businesses, I'm quite proud of the management team and all of KI's team members for the quality of outcomes they deliver for students, partners, and shareholders. Six of our seven units posted first quarter volume growth of at least 10%. Some actually a good bit more than that. The seventh is on track for growth for the year. It's true that the pandemic's effects were not entirely behind us in the first quarter of 2022, so the baselines aren't all normal, but we're very optimistic about the year. More importantly, the future of higher education is largely global. The US has seen a decade-long decline in college enrollment, with demographics suggesting that will continue for at least a decade more to come. That means less competition for entry into US institutions, but more competition by institutions for students. The rest of the world, meanwhile, is looking at a dramatic surge in higher education demand, with projected growth of hundreds of millions of students in tertiary education worldwide over the next 15 years, mostly in Asia. That is far more than existing universities can handle using traditional models. Universities will be operating in a world of borderless competition for students. While any global business, no matter how diversified or well-run, will be subject to periodic geopolitical shocks or global health crises. We believe that there are very few educational institutions, if any, that are as well-positioned as Kaplan to maximize the opportunities ahead. Given our capabilities and our global institutional and student relationships, we're pretty confident about that future. With that, Tim, back to you. Thanks. Thank you, Andy. I hope you now have a greater sense of appreciation for the great work Andy and his team have done over the last few years, as well as why we think the future at Kaplan is bright. Before we wrap, I'd like to take a moment to discuss a recent change on the board of Graham Holdings Company. Many of you have seen that Don has decided to transition to a Chairman Emeritus role at the company starting today. Don has held the CEO or Chairman title since 1991, and we're all better off for it. He isn't going far. In fact, he's literally just moving a seat down the table in the boardroom and will remain on the board. Anne Mulcahy has agreed to become the new Chair of the company. Many of you either know Anne or know of her successes. In the annual report, Don points out that there is ample material available online to understand her career and success at Xerox, and I would second his suggestion to take to Google or YouTube, if you have a free moment. Anne has been on the board since 2007 and has seen what's probably fair to call tremendous evolution of the company during her tenure. She and I have developed a wonderful partnership, and I was so pleased when she agreed to take on the role of chair. As many of you know, we have a remarkable board of directors. Shareholders are fortunate to benefit from the guidance and oversight they provide. We're lucky to have Don, Anne, and the entirety of the board as resources for the company. This concludes my remarks. At this time, we'll move to a few brief business matters, and then we will open it up for Q&A. The meeting is now open to nominations for election of directors. We will then have the voting on directors, followed by voting on the proposal before the Class A shareholders. While the ballots are being counted, the floor will be open to any questions on business matters or comments you may have. It is now in order to proceed with the election of directors. There are nine directors to be elected, six by the holders of Class A common stock and three 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 following 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 the holders of Class A common stock, Tom Gayner, Don Graham, Tim O'Shaughnessy, Anne Mulcahy, Rick Wagoner, Katharine Weymouth. For election by the holders of Class B common stock, Tony Allen, Danielle Conley, Chris Davis. There being no further nominations, I declare the nominations closed. I now declare the polls open for voting for the election of directors for the proposal to approve the 2022 compensation awarded to named executive officers and for the proposal to determine the frequency of votes on compensation to the named executive officers. I have been informed by the inspectors of votes that the holders of all the Class A common stock present in person or by proxy have voted their shares. Therefore, the only ballots to be distributed will be those for the election of directors by holders of Class B common stock. Many of you have already sent in your proxies for this meeting. If you have already sent in or voted your proxy by phone or electronically, your shares will be voted as you instructed, so please do not request a ballot now unless you wish to change your vote. Tabulation of the vote will be unnecessarily complicated and delayed. Bearing that in mind, will all stockholders who wish to vote by ballot please raise their hand so the inspectors of votes may locate you. I direct the inspectors of votes to distribute the ballots, and after the voting, inform me when they have completed the tabulation of the ballots. We will now pause briefly while the ballots are handed out. After they have been marked and the ushers have collected them, we will proceed with questions or comments from stockholders. While we are waiting for the results of the voting to be tabulated, we'll open the floor to any questions or comments you may have relating to the nominees for election of directors or about the business operations of the company. We want everyone to have a chance to ask a question and make a comment, so please raise your hand so that I can call on you, and please tell us your name and what company you are with. At this point in time, we'll go to the fun stuff, all the questions everybody has. I know there's some mics running around. Oh, hello. Hi. Eli Samaha from Madison. Two questions. One for Tim, one for Andy. The first question is closing the trading discount to NAV a goal of the company? The second question is for Andy. I was hoping you might be able to provide a postmortem on the Mander Portman acquisition and how it's gone since we bought it. Great. On the first question, the goal is to, you know, build value at acceptable rate and over time, you know, math wins, and that will work out. If there is a substantive discount to NAV, that provides another opportunity for the company to look at deploying capital via share repurchase. You know, if you follow the company for a while, you've seen that. You probably saw also in Q1, there were some repurchases on that front. I would not say it is an explicit goal. It's more of an output if we do things right over an extended period of time. Andy, you wanna take the MPW question? Yeah. Eli, I'm not sure I'm ready to give a postscript on MPW. It's still an excellent business that is in process. We paid a lot for MPW, the earnings are not what we had hoped at the time that we acquired it. It is an outstanding institution. It as good a quality as any institution in the UK We think there's a lot of opportunity that stems from that. Yeah. The results have been okay. I mean. Yeah. I think there's. I would probably take it up a half a notch from what Andy. Yeah. Yeah. They've been fine. MPW is a good business as well. It's not the shooting star that we maybe hoped when we paid for it, but it's a great business and an excellent, as I say, excellent institution. John. Hi. Yes. Well, my question's about the overfunded pension plan. You gave a number of it's now $2.9 overfunded. I'd like to look at it a different way. Correct me if my numbers are wrong. At the end of 2021, it was overfunded by about $2.2 billion to $2.3 billion. At the end of 2022, about $1.6 billion to $1.7 billion. My calculation says that the overall fund, which is 93% invested in equities. I understand it got to overfunded because of equities. For 2022, it appears to be down 22% to 23%. We know what Berkshire did. That's a big holding. We know the S&P was down 19%. The other managers didn't have a great year. Does the board or you ever think about preservation? Because this is such a wonderful asset. Provides margin of safety. You're getting to use it. Every year I hear more about how you're using it. I was a little disappointed in that, how much it went down. Would love some commentary, and correct my numbers if they're not right. No, I think the numbers are right. The only thing I would add is that, you know, it's the assets have probably. I don't have the numbers available on me right now, but the assets have probably gone up a bit over the course of Q1 as well, whereas the liabilities have probably been remaining flat. It's probably, you know, grown a little over the last few months. You know, you're correct that the managers, a couple of the managers had years that were poorer than the S&P last year. Over time, they've tended to outperform. I think we don't put too much stock in any one particular, you know, 12-month window. If you went back a few additional years, some of those same managers that outperformed, or some of the same managers outperformed disproportionately well, which is what got us to a point. We have viewed, and it's something we talk about, but we have viewed the level of overfunding As such where we can be a little further out on the risk curve and can have an equity heavy and centric approach. We know that occasionally that will mean that there will be a year like 2022. When that occurs, the overall funding ratio still remains, you know, quite solid. Our expectation is, you know, over the next 10 years, there'll probably be another year like 2022, but we'll be better with the overall strategy that we've had. You know that We do look at the returns of investment managers and if somebody, if we got uncomfortable with them over an extended period of time, we would look at changing. That is a, you know, a something that is discussed internally if results remain subpar. I think we feel good about the managers that are investing the fund at this point in time, and don't expect any changes in the near term on that front. Yeah. Mark. Hi, Mark Hughes with Lafayette. You mentioned this in your financials, could you talk a little bit more about it? This relates to the Media Group. The movement, cord-cutting over the top, what does that mean to the Media Group over time, as more and more people are using the YouTube TV, et cetera? Could you just talk a little bit about the long-term trends and what it means to that? Yeah. Maybe I'll do an appetizer and then turn it over to Katharine for an entrée here. Once we're not in a restaurant, then I'll stop using those analogies, but you're gonna be stuck with them for a while. You know, the cord-cutting stats broadly, there's a lot of coverage of the industry, so it's not known. We, like many, saw a little bit of acceleration over the course of the year. You know, historically, the per sub rates have grown at a pace that when combined with OTT, our overall net retrans has grown, you know, if you looked at that over a five or 10-year period of time. Feels like we're coming towards the end of that cycle. There is a slowdown in, you know, I would say the rate of per sub growth. There is the network compensation discussions are probably more challenging than they were five years ago. You know, some of the cord-cutting pieces that we discussed are there. OTT has been a nice offset, and has ameliorated some of that pressure. You know, the last thing I would say is that, you know, the contracts tend to be multi-year contracts, and so you do have some level of real visibility into at least what the next couple of years look like within a bound. When you think about what the newspaper business looked like and, you know, was tied to aggressive, you know, classified and advertising pieces that the retrans, revenue and, sort of income from that is unlikely to have a level of deterioration that was comparable to, you know, what some of the newspapers saw. Katharine, you wanna chime in? We are closely watching the trends. It is something that's discussed, you know, with every managers meetings that we have. Tim mentioned the fact that I think that the offsets that we're getting from streaming and OTT providers are better than anticipated. We're encouraged by that. I think that as an industry, we're actively looking to better those relationships with the streaming providers. That's a big emphasis for us, is to make sure that we have better negotiation, being at the table and potentially removing our network partners from that relationship. That's a big part of that too, because we feel like we're not getting our fair share of that currently. That could really change the economics of that relationship going forward, if we can work with the FCC on changing that relationship. I feel like the trends are there. We're actually looking this year at better negotiations and better overall retrans rates as a group. Like Tim said, the next few years are pretty clear in terms of what kind of revenue we can be, you know, counting on from that sector. The business is really focused on life without retrans eventually, and that's really where we're putting all of our effort currently. Yes. In the front row over here. Katharine, may I have to give up the mic. Thank you. Michael, in Burl Investment Management, LLC in Lexington, Kentucky. A couple of questions, if I may. One on the Graham Healthcare Group. Given the nursing shortage that you've referenced and sort of the emphasis on in-home healthcare, how do you think about sort of solving those challenges longer term in that strategy? It seems like the emphasis on getting closer to the patient at home, and I'm also curious about your view on longer term capital returns of that business. The second question to Andrew, perhaps. In the annual re-report, there's a reference to ability to be more aggressive given the relatively advantageous position to the competition. I'm curious what areas of the business you see as having that longer term growth opportunity to be more aggressive relative to the competition. Thank you. On the healthcare piece, the one specific thing on the nursing side where I think we're seeing if we have an unfair advantage, is we put in place a use the pension fund to create a retention program where if nursing staff on the three-year anniversary of employment get up to $50,000 pension credit, that is very challenging for anybody else to be able to do. That is a piece. I would offer David Curtis or Justin DeWitte, you are closer to the overall strategy here on nursing and what the industry trends look like there. I would ask them to chime in. We evaluate the market for nurses regularly. I would say we've increased nurse compensation with the market double digits over the last year or two. The pension is, we believe, gonna be a good tiebreaker, but we still have to be competitive on all the ways that nurses normally get compensated. We have been able to recruit, sort of satisfactory to sustain the growth so far. It's something that is very fluid as we manage the business. Yeah. You know, I think we agree with your comment on the overall trend of in-home care, we think will continue. It's what from a payer standpoint, from a patient satisfaction standpoint, from a doctor standpoint, that is what people the way the world is going and what people want. That inherently makes it a very operational business, and so you have to be an excellent operator to get adequate returns on capital. We think we have a pretty good formula associated with that. We also think some of the newer adjacent businesses we've gone and have real attractive characteristics of. We're very good at getting nurses into homes and providing treatment. That is actually, you know, an increasingly unique asset that we can provide across a bunch of different sectors, so. Andy, you wanna talk about aggressiveness? Yeah. I'm not sure that I remember that exact phrase in the annual report. I'm not gonna adopt it exactly. What I would say is that what I just described is in the Kaplan International's context, that we are a very attractive partner for universities right now because of the range of our student acquisition capabilities. Because we're attractive to universities, it is easier for us to lean into more student acquisition capabilities. We've got a flywheel that is powerful, and we're leaning hard into it to make sure that the company benefits from that improving case set of capabilities. I would say we're doing the same thing, you know, version of the same thing in the US. Traditionally, at the in our test preparation business, for example, we have sold individual programs, SAT courses or LSAT courses and so on. Increasingly, we're offering what we call all-access programs to universities, even states, in which for one price, all of your students can have access to the full range of Kaplan programs. That leverage is something that is distinctively a distinctive capability of Kaplan. Nobody else has our breadth, so we're leaning into areas where we're differentiating. One of the issues that we faced over time is that the internet is a great leveler. When you're the party that has the most strengths, you don't like being leveled. So we're leaning into areas that leverage the strengths that we have. I think there are a lot of areas in which we can be, I would just say leverage our strengths as opposed to, you know, being more aggressive per se. Yeah. Just on the international side, to add an additional comment on that. You know, doing what you say you're gonna do and being a good partner was pretty important over the last few years with both the universities and the other kind of student source providers in various different countries we work with. I would, I would say we were able to do that I think in a way that almost nobody else was. You know, we see that in terms of kind of strengthening of relationships in what we think is a pretty important growing business for us. That's actually an important point that Tim makes. It's actually the opposite of aggressiveness. A lot of our counterparts in the international realm became very adversarial with the agents that they work with the institutions they work with because they were trying to capture cash that wasn't available. We didn't have to do that, thanks to the structure of Graham Holdings, and we built much deeper relationships with all of these parties because we treated them well through a tough time. I would say that, again, that's not that's the opposite of aggressiveness, but it helps us in the long run. Hey, how's it going? Oh. Hey. Hey, Tim. Steve Ressler, individual shareholder in Washington, D.C. Thanks for coming to one of my favorite breakfast spots. It's always good. Quick question. Kinda when I think through digital media and D2C, obviously we have great assets like Framebridge and the challenges with Leaf Group. The opportunity now is actually the market. It values those things quite well with the kind of market cap of a BuzzFeed or an Allbirds. Do you see yourself kinda leaning in now that those things are no longer kinda VC-backed at VC prices, there's an opportunity for value? A, there are just some fundamental challenges to digital media which we've seen, and I'd rather kinda reinvest those in better sectors. Yeah. You know, on Framebridge, we are, you know, believe the overall thesis is intact, and we've made good progress over the last 12 months in that business. There's a long way to go. I think, we're, you know, we're focused on, you know, getting Framebridge to where we think the business can be and so are unlikely to, you know, kind of add something new on that front because we've got a great business that we think we can grow and become much larger and can be an effective, you know, deployer of capital into for a while to come with the retail footprint. You know, that's pretty good place to be focusing on. We're probably unlikely to do more on that front because of what we have as is something that we're pretty optimistic about and wanna focus the efforts there. On the digital media side, you know, it's a really hard business. I do think that, you know, scale can be helpful in that business. Stability is usually pretty important. I think a lot of the assets that are out there, that you'd have a hard time making a claim that they are stable. That would be in, you know, the price associated with them, may not necessarily take into account the fact that there may not be underlying stability, particularly after an acquisition or integration. I think overall, it's probably quite unlikely that there will be anything that makes sense on that digital media front. Hand in the back. Hi, Justin Pan, Intrinsic Insights LLC. Thanks a lot, Tim, for letting us have this breakfast. I have a question. I guess two questions on Leaf Group. I guess one is, I guess compared to your original thesis, like what were the surprises along the way to led to, I guess, the current state? I guess, the second one is, I saw that there's like an impairment charge for it. I guess, is that a reflection of what we think it's a permanent loss of capital on it? Or, or how much below what, you know, you originally thought the intrinsic value of it was compared to like where it is now, I guess? Yeah. I think, you know, the impairment side. Let me take the second one first. It is probably directionally correct, but almost certainly precisely wrong. You know, it's reflective of the fact that, yeah, there is a loss of value and we overpaid for the asset. You know, over the long fullness of time, you know, I'm hopeful and optimistic that we'll be able to, you know, improve the value and ultimately recover. Where we are today, I think that it's an sort of an accurate reflection. On the what was different from what we thought, you know, we certainly assumed that there was some level of pull forward associated with COVID. We probably didn't assume the pullback would be as much as it was. Actually that's, you know, that would've been a little bit around the edges. That wasn't actually the real challenges. You know, Leaf was a small-cap public company that, you know, really was public for legacy reasons and shouldn't have been. We did have a relatively strong belief that in a non, in a wholly owned environment, that there would be quite a bit of cost that would be able to come out of the business. You know, I think we're addressing that more aggressively now, but that did not materialize in the way that we had anticipated. We also thought that in a world where there was a more stable ownership environment with some businesses were stable, that you could see quite a bit of, you know, any revenue growth would be highly accretive in the business, and that there would be an underlying level of stability that would allow that to occur at a much higher level of you know, probability than it had in its previous public environment. You know, and we were wrong. We believed that that was actually a relatively low risk assumption, and it turned out to be wrong. Then I would say the last piece is we were hopeful that there was going to be an opportunity for Leaf to actually be a potential capital deployment engine, and that there might be, you know, relatively small but highly accretive, you know, bolt-on acquisitions within that where we could put out capital at really, really attractive rates of return, leveraging the existing infrastructure that they had. There are a lot of, you know, relatively small e-commerce assets and digital media assets that really don't make sense to be standalone businesses, but could leverage an infrastructure that existed. I think we believed that that was, you know, maybe not an out of the gate thing that would happen, but that was going part of the long-term opportunity, and that, you know, did not bear out. I think those were the assumptions that we had associated with the business that really caused us to think, "Hey, this could be an opportunity that could make sense for us. You know, we ended up being quite wrong. Are there other hands up here? There were a couple of questions that had come in online too that I'll just handle real quick as well. In case anybody has anything more, then we can go back to the live audience. Question of, I've been reading the latest annual report in proxy, and I have a question, page 15 of the proxy, specifically in regards to Mr. Dan Mosley and his voting and investment power. The way I'm reading the proxy, the footnote d, page 15, footnote d, Mr. Mosley can vote approximately 400,000 shares with no ability for Mr. Graham to amend or revoke his vote. My concern, of course, is the future control of Graham Holdings. Any light you can shed on Mr. Mosley's investing and voting authority at Graham Holdings would be appreciated. I, you know, I'm not gonna ask Don unless he wants to get into estate planning world of things, but Don has the ability to go and appoint a trustee for his shares, and he can change that whenever he wants. Don controls those shares. For sake of clarity, that's what happens. Don, I don't know if there's anything else you would wanna chime in on. Okay. I had a sneaking suspicion that would be the case. Then the next question is, my question relates to the central corporate costs of the group, which I believe ran about $60 million versus $50 million for the few years before that. That's about 2% of the company's market capitalization, not out of line with what many asset managers would charge, also relatively higher than the central cost of many organizations that manage on a decentralized basis. In the extreme, Berkshire Hathaway probably runs on less than 10 basis points of central costs. Can I ask how management views and plans for these costs, what their level says about how to think about which functions are decentralized versus centralized in the organization, whether as Graham Holdings grows, we should expect holding costs relative to assets to gradually decline? Well, I think it will be hard to get to 10 basis points. I think the assets of Berkshire Hathaway in the balance sheet might look a bit different than ours. You know, I'm not sure the 2% of market cap would necessarily be a comparative. If you wanted to do something, it would probably be, you'd probably wanna look at assets as a comparative. I think the broader question is, our corporate costs should grow at a slower rate than, you know, the business overall. We don't. You know, occasionally you might have to add, you know, a position for some reason, but that's pretty occasionally in our organization. You're looking at a relatively slow level of increase, and if the company is successful in growing, that will become a smaller and smaller percentage of income over time. The only thing that I would say, you know, the advantage of somebody sending a question in advance is you can think about it a little bit. I do think it's important to note, and it's probably not always 100% clear, is that there are corporate costs that we incur, you know, every day from operating. There are, in our corporate costs, there are a set of obligations that were incurred in the past that flow through our corporate cost statement. Whether it's the pension, whether it's deferred compensation, you know, up from decades ago, which is actually a, you know, those things are not an inconsequential amount of the overall corporate cost line. There is a piece that is not dealing with the cost of running the business today, but is essentially, you know, paying for obligations that were incurred over time, and there's very little that the company can do about that piece of the corporate expenditure line as well. Other hands? Oh, there. Hey, Chris Galakos, Valius Partners. Thanks for all your hard work in the past year. This question's about generative AI and ChatGPT. Earlier this week, an education tech company saw a pretty dramatic move in its share price given real or perceived threats that GPT could bring to a business like that. I'd love to hear how we're thinking about opportunities and risks of that proliferation of technology. More broadly, as a company that's been through several generations and technological cycles, would love to hear how you're thinking about the implications on media more broadly. Well, I called up the Hoover CEO, and I said, "How is ChatGPT gonna affect fire retardant wood?" ChatGPT? Look, other questions from the audience? All right. Okay, back to the formal portion of the meeting. The polls have now been closed, and the ballots for the election of directors and the proposals before the Class A shareholders have all been tabulated. Mr. O'Shaughnessy, the inspectors of votes have presented their report showing the following 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. Tom Gayner, Donald Graham, Tim O'Shaughnessy, Anne M. Mulcahy, G. Richard Wagoner Jr., and Katharine Weymouth. The following directors have been elected by the holders of Class B common stock and all received at least 1,847,541 votes. Tony Allen, Danielle Conley, Christopher C. Davis. On the proposal to approve the 2022 compensation awarded to named executive officers, the holders of all 964,001 shares of Class A stock, or 100% of the outstanding Class A stock, voted for the proposal. On the proposal to determine the frequency of the shareholder advisory vote regarding compensation awarded to named executive officers, 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 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 to approve 2022 compensation awarded to named executive officers have been approved, And the proposal for an annual vote on named executive officer compensation has been approved by the holders of all outstanding shares of Class A stock entitled to vote thereon. I direct that the report of the inspectors of votes be filed with the records of the meeting. Are 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 carried. I hereby declare the meeting adjourned.