8-K

THE NEW YORK TIMES COMPANY

Date: April 26, 2024

/s/ Michael A. Brown

Michael A. Brown

Vice President, Assistant General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2024

The New York Times Company

(Exact name of registrant as specified in its charter)

New York

1-5837

13-1102020

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

620 Eighth Avenue, New York, New York 10018

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (212) 556-1234

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Class A Common Stock

NYT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of The New York Times Company (the “Company”) was held on April 24, 2024. At the annual meeting, the Company’s stockholders voted on three proposals and cast their votes as follows:

Proposal Number 1 — Election of directors

The stockholders (with Class A and Class B common stockholders voting separately) elected all of management’s nominees for election as directors. The results of the vote taken were as follows:


Directors	For		Withheld		Broker Non-Vote
(Vote results of Class A common stockholders)
Amanpal S. Bhutani		139,396,101		2,163,608		9,246,048
Manuel Bronstein		129,949,649		11,610,060		9,246,048
Beth Brooke		138,891,636		2,668,073		9,246,048
Anuradha B. Subramanian		139,718,896		1,840,813		9,246,048

(Vote results of Class B common stockholders)
Rachel Glaser		758,671		0		64
Arthur Golden		758,671		0		64
Meredith Kopit Levien		758,671		0		64
Brian P. McAndrews		758,671		0		64
David Perpich		758,671		0		64
John W. Rogers, Jr.		758,671		0		64
A.G. Sulzberger		758,671		0		64
Margot Golden Tishler		758,671		0		64
Rebecca Van Dyck		758,671		0		64

Proposal Number 2 — Ratification of the selection of Ernst & Young LLP as auditors

The stockholders (with Class A and Class B common stockholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2024. The results of the vote taken were as follows:


For	Against	Abstain	Broker Non-Vote
148,844,800	1,287,884	1,431,808	Not Applicable

Proposal Number 3 — Advisory vote to approve executive compensation

The Class B common stockholders approved the advisory resolution on the compensation of the Company’s named executive officers. The results of the vote taken were as follows:


For	Against	Abstain	Broker Non-Vote
755,331	3,340	0	64

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by New York Times Company