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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement


o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


x			Definitive Proxy Statement


o			Definitive Additional Materials


o			Soliciting Material Pursuant to §240.14a-12

THE NEW YORK TIMES COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.


o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



620 Eighth Avenue New York, NY 10018 tel 212-556-1234

Invitation to 2022 Annual Meeting of Stockholders


DATE:			Wednesday, April 27, 2022
TIME:			11:00 a.m. (Eastern Time)
PLACE:			Virtual meeting only at www.virtualshareholdermeeting.com/NYT2022

March 11, 2022

Dear Fellow Stockholder:

Please join me at our Annual Meeting on Wednesday, April 27, 2022, which will be held at 11:00 a.m. (Eastern Time) in a virtual-only format, through a virtual meeting platform available at www.virtualshareholdermeeting.com/NYT2022. At the meeting, you will be asked to vote on the election of the Board of Directors and the ratification of the selection of auditors. In addition, our Class B stockholders will be asked to vote on an advisory resolution on executive compensation.

I am very pleased that we have a new nominee for election at this year’s Annual Meeting, Manuel Bronstein. Manuel, who joined our Board in October 2021, is the chief product officer of Roblox Corporation. He is a deeply experienced product leader with expertise gained from a range of digital and consumer-facing companies and he provides the Board and the Company with valuable insight as the Company continues to expand and grow its digital offerings.

In light of ongoing public health concerns related to the coronavirus (Covid-19) pandemic, and to help protect the health and well-being of our stockholders, employees and communities, we have determined to conduct the Annual Meeting in a virtual-only format again this year. In the event we subsequently determine for any reason to instead hold the Annual Meeting partially or solely in-person or to otherwise take additional steps regarding how we conduct our meeting, we will announce this decision in advance, and details will be posted on our website and filed with the SEC.

You will have an opportunity at the meeting to ask questions and express your views to the senior management of the Company. Members of the Board of Directors will also be present.

Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. Please vote your shares (i) electronically, (ii) by phone or (iii) by mail. Instructions on each of these voting methods are outlined in the enclosed Proxy Statement. Please vote as soon as possible.

Thank you for your ongoing support and continued interest in The New York Times Company.

A.G. SULZBERGER

Chairman of the Board



620 Eighth Avenue New York, NY 10018 tel 212-556-1234

Notice of Annual Meeting of Stockholders

To be held Wednesday, April 27, 2022, at 11:00 a.m. Eastern Time

To the Holders of Class A and Class B

Common Stock of The New York Times Company:

The Annual Meeting of Stockholders of The New York Times Company will be held at 11:00 a.m. Eastern Time on Wednesday, April 27, 2022, conducted through a live audio webcast at www.virtualshareholdermeeting.com/NYT2022, in a virtual-only format.

Items to be Voted

1.To elect a Board of 13 members;

2.To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2022;

3.To hold an advisory vote to approve executive compensation; and

4.To transact such other business as may properly come before the meeting.

Record Date and Eligibility to Vote

Holders of the Class A and Class B common stock as of the close of business on March 1, 2022, are entitled to notice of, and to attend, this meeting as set forth in the Proxy Statement. Class A stockholders are entitled to vote for the election of four of the 13 directors. Class B stockholders are entitled to vote for the election of nine of the 13 directors and on the advisory resolution to approve executive compensation. Class A and Class B stockholders, voting together as a single class, are entitled to vote on the proposal to ratify the selection of Ernst & Young LLP as auditors for the 2022 fiscal year. Class B stockholders are entitled to vote on any other matters presented at the meeting.

Attending the Annual Meeting

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NYT2022 and enter your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. Those without a control number may also attend the Annual Meeting as guests by logging in to the same virtual meeting platform and following the instructions on the website for guest access. Guests will not have the option to vote shares or ask questions. The Annual Meeting will begin promptly at 11:00 a.m. ET. Online check-in will begin at 10:45 a.m. ET, and you should allow ample time for the online check-in procedures. Technical support will be available beginning at 10:45 a.m. ET and will remain available until the meeting has ended.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as promptly as possible using the internet or the designated toll-free telephone number, or by requesting a printed copy of the proxy materials and returning by mail the proxy card you receive in response to your request.

New York, NY

March 11, 2022

By Order of the Board of Directors

DIANE BRAYTON

Executive Vice President, General Counsel and Secretary

Table of Contents


			Page

PROXY STATEMENT SUMMARY			1
INFORMATION ABOUT THE ANNUAL MEETING			5
GLOSSARY OF CERTAIN TERMS			9
WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY			10
GENERAL INFORMATION			11
The Ochs-Sulzberger Trust			11
PRINCIPAL HOLDERS OF COMMON STOCK			13
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS			16
DELINQUENT SECTION 16(a) REPORTS			17
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS			18
PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS			19
Class A Nominees			19
Class B Nominees			20
RELATED PERSON TRANSACTIONS			23
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			24
BOARD MEETINGS AND ATTENDANCE			30
BOARD COMMITTEES			31
NOMINATING & GOVERNANCE COMMITTEE			33
COMPENSATION COMMITTEE			34
Compensation Committee Procedures			34
Compensation Committee Interlocks and Insider Participation			35
AUDIT COMMITTEE REPORT			35
PROPOSAL NUMBER 2—SELECTION OF AUDITORS			37
DIRECTORS’ COMPENSATION			38
2021 Compensation of Non-Employee Directors			38
Non-Employee Director Compensation Table			39
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE			41
COMPENSATION OF EXECUTIVE OFFICERS			42
Compensation Committee Report			42
Compensation Discussion and Analysis			42

Summary Compensation Table			58
Grants of Plan-Based Awards			61
Outstanding Equity Awards at Fiscal Year-End			62
Option Exercises and Stock Vested			63
Pension Benefits			64
Nonqualified Deferred Compensation			67
Potential Payments Upon Termination or Change in Control			68
CEO Pay Ratio			72
PROPOSAL NUMBER 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			73
OTHER MATTERS			74
Stockholder Proposals for the 2023 Annual Meeting			74
Certain Matters Relating to Proxy Materials			74
APPENDIX A—COMPUTATION OF ADJUSTED OPERATING PROFIT			A-1

Proxy Statement Summary

This summary highlights certain information contained in this proxy statement. You should read the entire proxy statement carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS


Date:			April 27, 2022
Time:			11:00 a.m. (Eastern Time)
Location:			Virtual meeting only at www.virtualshareholdermeeting.com/NYT2022 For further information about participating in the Annual Meeting, please see “Information About the Annual Meeting” beginning on page 5.

VOTING MATTERS


Proposal		Board Recommendation	More Information
1. Election of Board of Directors of the Company		For	p. 18
Class A stockholders	Class B stockholders
Amanpal S. Bhutani Manuel Bronstein Doreen Toben Rebecca Van Dyck	Beth Brooke Rachel Glaser Arthur Golden Hays N. Golden Meredith Kopit Levien Brian P. McAndrews David Perpich John W. Rogers, Jr. A.G. Sulzberger
2. Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2022 (Class A and B stockholders)		For	p. 37
3. Advisory vote to approve executive compensation (Class B stockholders)		For	p. 73

THE NEW YORK TIMES COMPANY - P. 1

DIRECTOR NOMINEES


Name	Age	Position with The New York Times Company	Director Since
Class A Nominees (4)
Amanpal S. Bhutani	45	Independent Director	2018
Manuel Bronstein	46	Independent Director	2021
Doreen Toben	72	Independent Director	2004
Rebecca Van Dyck	52	Independent Director	2015
Class B Nominees (9)
Beth Brooke	62	Independent Director	2021
Rachel Glaser	60	Independent Director	2018
Arthur Golden	65	Non-Employee Director	2021
Hays N. Golden	37	Non-Employee Director	2017
Meredith Kopit Levien	50	President, Chief Executive Officer and Director	2020
Brian P. McAndrews	63	Independent Director	2012
David Perpich	44	Publisher, The Athletic and Wirecutter, and Director	2019
John W. Rogers, Jr.	63	Independent Director	2018
A.G. Sulzberger	41	Chairman of the Board and Publisher of The New York Times	2018

Our Board is composed of directors with a mix of tenure, with longer serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspective to deliberations. The Nominating & Governance Committee regularly assesses our directors’ mix of skills, experience, tenure and diversity in light of the Company’s business and long-term strategy and advises the Board of its determinations with respect to Board composition and short- and long-term director refreshment and succession planning.

P. 2 - THE NEW YORK TIMES COMPANY

CORPORATE GOVERNANCE HIGHLIGHTS

We believe strong corporate governance is a critical component of our corporate culture. Central to our governance is our dual-class capital structure that includes Class A stock, which is publicly traded, and Class B stock, which is controlled by the Ochs-Sulzberger family trust. The primary objective of this trust is to maintain the editorial independence and the integrity of The New York Times and to perpetuate it “as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare.”

Below are certain highlights of our governance practices that are designed to safeguard the interests of both Class A and Class B stockholders. More information can be found beginning on page 11.


l	Majority independent Board (notwithstanding NYSE “controlled company” exception) elected annually and with fiduciary duties to Class A and Class B stockholders	l	Independent Committees (notwithstanding NYSE “controlled company” exception)
l	Commitment to Board refreshment, with a robust director nominee selection process and six new non-employee directors (five independent) since 2018	l	Annual rotation of independent directors elected by Class A stockholders
l	Active lead independent director as Presiding Director	l	Regular executive sessions of non-employee directors and independent directors
l	Regular outreach to significant Class A stockholders on various matters	l	Director/executive stock ownership requirements
l	Annual Board and Committee self-evaluation process	l	Comprehensive director orientation
l	Ethics policies for all directors and employees	l	Retirement policy for non-employee directors of the earlier of age 75 and 20 years of service
l	No hedging/pledging of Company stock	l	Clawback policy that applies to performance-based cash and equity compensation

THE NEW YORK TIMES COMPANY - P. 3

EXECUTIVE COMPENSATION HIGHLIGHTS

The Company’s executive compensation program is designed to support business performance and drive long-term stockholder value. Below are certain highlights of our 2021 executive compensation program. More information can be found beginning on page 42.


Pay for Performance
l	Significant portion of named executive officers’ target compensation is performance-based – Approximately 82% for CEO – Approximately 68% for other NEOs	l	Under financial metric of annual incentive compensation, above-target compensation paid only for above-target Company performance
l	Significant portions of annual and long-term incentive compensation tied to performance against pre-established, measurable financial performance goals	l	Under total stockholder return metric of long-term incentive compensation, above-target compensation paid only for above-median Company performance and no payout for lower quartile performance


Executive Compensation Governance
What We Do
ü	Align pay and performance (see above)	ü	Set meaningful stock ownership guidelines for executive officers (2-5x annual base salary)
ü	Engage with significant Class A stockholders periodically on executive compensation matters	ü	Have a clawback policy that applies to performance-based cash and equity compensation paid to executive officers
ü	Annual Compensation Committee benchmarking review of compensation of Company executives with the Committee’s independent compensation consultant	ü	Perform annual risk assessment of executive compensation program
ü	Hold an annual “say-on-pay” advisory vote
What We Do Not Do
û	No tax “gross-ups” for executive officers	û	No hedging/pledging of Company stock
û	No significant perks for executive officers	û	No individual change in control agreements

P. 4 - THE NEW YORK TIMES COMPANY

The New York Times Company

Proxy Statement

Annual Meeting of Stockholders to be Held on April 27, 2022

INFORMATION ABOUT THE ANNUAL MEETING

VOTING ON MATTERS BEFORE THE ANNUAL MEETING

Q: What am I voting on?

A: Stockholders are asked to vote on three items at the 2022 Annual Meeting:

•Proposal 1: Election of the Board of Directors of The New York Times Company (the “Board”).

•Proposal 2: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2022.

•Proposal 3: Advisory vote to approve executive compensation (the “say-on-pay” vote).

Q: How does the Board of Directors recommend voting?

A: The Board of Directors recommends voting:

•FOR each nominee to the Board;

•FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

The Audit Committee of the Board recommends voting:

•FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2022.

Q: Who is entitled to vote?

A: The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the close of business on March 1, 2022, may vote at the 2022 Annual Meeting. As of March 1, 2022, there were 166,698,908 shares of Class A stock and 781,724 shares of Class B stock outstanding and entitled to vote at the Annual Meeting. Each share of stock is entitled to one vote.

•Proposal 1: Class A stockholders vote for the election of four of the 13 director nominees. Class B stockholders vote for the election of nine of the 13 director nominees.

•Proposal 2: Class A and B stockholders, voting together as a single class, vote on this proposal.

•Proposal 3: Class B stockholders vote on this proposal.

Q: Why did I receive a notice in the mail regarding the internet availability of the proxy materials instead of a paper copy of the proxy materials?

A: The Notice of Internet Availability of Proxy Materials (the “Notice”) that we mail to our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our 2021 Annual Report to our stockholders by providing access to these documents on the internet rather than mailing printed copies, we save natural resources and reduce printing and distribution costs, while providing a convenient way to access the materials and vote. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.

THE NEW YORK TIMES COMPANY - P. 5

Q: How do I get electronic access to the proxy materials?

A: The Notice provides instructions on how to view the proxy materials for our Annual Meeting on the internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2021 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

You can elect to receive all future stockholder communications (i.e., notices of internet availability of proxy materials and other correspondence) electronically by email instead of in print, by choosing this delivery method in the “Investors” section of our website at http://investors.nytco.com/investors/investor-resources/annual-meeting-information. If you choose to receive future stockholder communications electronically, and we encourage you to do so, you will receive an email next year with instructions containing links to those materials and to the proxy voting site. Your election to receive stockholder communications by email will remain in effect until you terminate it or for as long as the email address you provided is valid.

Q: How do I cast my vote?

A: You can vote your shares either by proxy or at the virtual Annual Meeting. If you choose to vote by proxy, you may do so by using the internet or the designated toll-free telephone number, or if you received a printed copy of the proxy materials, by mail. Whichever method you use, for your proxy to be counted, it must be received by 11:59 p.m. Eastern Time on April 26, 2022. Each of these procedures is more fully explained below.

•Vote by Internet

You can vote your shares by internet on the voting website, http://www.proxyvote.com. Internet voting is available 24 hours a day, seven days a week. Follow the instructions and have your Notice, proxy card or voting instruction form in hand, as you will need to reference your assigned 16-digit control number(s) included on your proxy card, notice of internet availability or voting instruction form that you have received.

•Vote by Telephone

You can also vote your shares by calling the toll-free telephone number provided on the voting website, http://www.proxyvote.com, and on the proxy card. Telephone voting is available 24 hours a day, seven days a week.

•Vote by Mail

If you received a printed copy of the proxy materials, you can vote by completing and returning the proxy card or voting instruction form in the envelope provided. If you received a Notice, you can request a printed copy of the proxy materials by following the instructions in the Notice. If you voted by internet or telephone, you do not need to return your proxy card or voting instruction form.

Even if you plan to attend the virtual Annual Meeting, you may still cast your vote in advance using any of the methods described above. If you wish to vote at the virtual Annual Meeting, shortly before the start of the Annual Meeting, visit www.virtualshareholdermeeting.com/NYT2022, enter the 16-digit control number included on your Notice, proxy card, voting instruction form or other instructions that you received with your proxy materials, and follow the instructions for voting.

If you are a registered holder and submit a proxy without giving instructions, your shares will be voted as recommended by the Board.

If you are a beneficial owner of shares, voting your shares is critical due to a New York Stock Exchange (“NYSE”) rule that prohibits your broker from voting your shares on Proposals 1 and 3 without your instructions. See “What is a broker non-vote?”

If you have any questions about this NYSE rule or the proxy voting process in general, the U.S. Securities and Exchange Commission (the “SEC”) has a website (http://www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a stockholder.

P. 6 - THE NEW YORK TIMES COMPANY

Q: What is the difference between holding shares as a registered holder and as a beneficial owner of shares held in street name?

A: Registered Holder. If your shares are registered directly in your name on the books of the Company maintained with the Company’s transfer agent, Computershare, Inc., you are considered the “registered holder” of those shares, and the Notice is sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner of shares held in street name” (also called a “street name holder”), and the Notice is forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account.

Q: How will my stock be voted on other business brought up at the Annual Meeting?

A: By submitting your proxy, you authorize the persons named as proxies to use their discretion in voting on any other matter brought before the Annual Meeting. The Company does not know of any other business that will be voted upon at the Annual Meeting.

Q: Can I change my vote or revoke my proxy?

A: Yes. If you are a registered holder, you can change your vote or revoke your proxy at any time before it is voted at the Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable, by submitting a later-dated proxy (either by mail, telephone or Internet) or by voting by ballot at the Annual Meeting.

If you are a beneficial owner of shares, you can submit new voting instructions by contacting your broker, bank or other nominee. You can also vote in person at the Annual Meeting if you obtain a legal proxy as described above.

Q: What is the quorum requirement for the Annual Meeting?

A: The holders of record of a majority of the Company’s shares of stock issued and outstanding on the record date and entitled to vote, in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting. However, the Certificate of Incorporation of the Company provides that Class A stockholders, voting separately, are entitled to elect 30% of the Board of Directors (or the nearest larger whole number) and Class B stockholders, voting separately, are entitled to elect the balance of the Board of Directors. Accordingly, with respect to the election of directors, the holders of a majority of the shares of each of the Class A and Class B stock, respectively, constitute a quorum for the election of the Board of Directors. In addition, only Class B stockholders are entitled to vote on the advisory say-on-pay vote to approve executive compensation. Accordingly, the holders of a majority of the shares of Class B stock constitute a quorum for this proposal. Broker non-votes and abstentions (as described below) are counted as present for establishing a quorum.

Q: What is the voting requirement to elect the directors and to approve each of the other proposals?

A: The voting requirements are as follows:

•Proposal 1: Directors are elected by a plurality of the votes cast. However, please see our policy described on page 25 regarding directors who do not receive more “for” votes than “withheld” votes.

•Proposal 2: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2022, requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.

•Proposal 3: The advisory say-on-pay vote to approve executive compensation requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal.

Q: What is a broker non-vote?

A: If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority, namely: Proposal 1 (election

THE NEW YORK TIMES COMPANY - P. 7

of the Board of Directors) and Proposal 3 (advisory vote to approve executive compensation). This is called a “broker non-vote.” Your shares will be counted as present at the meeting for quorum purposes but not present and entitled to vote for purposes of these specific proposals. Therefore, it is very important that beneficial owners instruct their broker, bank or other nominee how they wish to vote their shares.

If you do not provide your broker, bank or other nominee with voting instructions with respect to Proposal 2 (ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2022), your broker, bank or other nominee has discretion to vote your shares on this proposal, which is considered a “routine” management proposal.

Q: How will broker non-votes, withheld votes and abstentions affect the voting results?

A: Pursuant to the Company’s By-laws, withheld votes and broker non-votes will have no effect on the election of directors; abstentions will have the same effect as votes against Proposal 2 and advisory Proposal 3; and broker non-votes will have no effect on advisory Proposal 3.

Q: Who pays for the solicitation of proxies and how are they solicited?

A: Proxies are solicited by our Board of Directors. The Company bears the costs of the solicitation of the proxies on behalf of the Board of Directors. Our directors, officers or employees may solicit proxies in person or by mail, telephone, facsimile or electronic transmission. The costs associated with the solicitation of proxies include the cost of preparing, printing and mailing our proxy materials, the Notice and any other information we send to stockholders.

We also pay banks, brokers and other persons representing beneficial owners of shares held in street name certain fees associated with forwarding our proxy materials and obtaining beneficial owners’ voting instructions. We reimburse those firms for their reasonable expenses in accordance with applicable rules. In addition, we have engaged Alliance Advisors, LLC to assist in soliciting proxies for an estimated fee of $11,500, plus out-of-pocket expenses and certain administrative fees.

Q: Who will serve as inspector of election?

A: We have engaged Broadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes at the Annual Meeting.

PARTICIPATING IN THE ANNUAL MEETING

Q: What are the procedures for attending the Annual Meeting?

A: All stockholders as of the record date or holders of valid proxies are entitled to attend and participate in the virtual Annual Meeting. To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/NYT2022 and enter your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. Those without a control number may also attend the Annual Meeting as guests by logging in to the same virtual meeting platform and following the instructions on the website for guest access. Guests will not have the option to vote shares or ask questions.

The Annual Meeting will begin promptly at 11:00 a.m. ET. Online check-in will begin at 10:45 a.m. ET, and you should allow ample time for the online check-in procedures. Technical support will be available beginning at 10:45 a.m. ET on April 27, 2022, and will remain available until the meeting has ended.

You do not need to attend the Annual Meeting to vote. See “How do I cast my vote?” above.

Q: Can I ask questions at the Annual Meeting?

A: Stockholders as of the record date or holders of valid proxies may submit questions online on the day of the Annual Meeting, beginning shortly before the start of the Annual Meeting at 10:45 a.m. ET and during the 2022 Annual Meeting, by logging in with the 16-digit control number at www.virtualshareholdermeeting.com/NYT2022.

Our moderators will review questions received. We will answer questions during the 2022 Annual Meeting that are pertinent to the Company as time permits; questions and answers may be grouped by topic and substantially similar questions may be grouped and answered at once.

P. 8 - THE NEW YORK TIMES COMPANY

GLOSSARY OF CERTAIN TERMS

To improve the readability of this Proxy Statement, we use certain shortened “defined terms” to refer to various terms that are used frequently. These defined terms are generally provided the first time the longer term appears in the text and, for your convenience, certain defined terms are also set forth below.

“2010 Incentive Plan” means The New York Times Company 2010 Incentive Compensation Plan;

“2020 Incentive Plan” means The New York Times Company 2020 Incentive Compensation Plan (which replaced the 2010 Incentive Plan upon its approval by stockholders in 2020);

“Class A stock” means the Company’s Class A Common Stock, $.10 par value per share;

“Class B stock” means the Company’s Class B Common Stock, $.10 par value per share;

“Company,” “we,” “our” and “us” means The New York Times Company;

“Company 401(k) Plan” means The New York Times Companies Supplemental Retirement and Investment Plan;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“NYSE” means the New York Stock Exchange;

“Ochs-Sulzberger Trust” means the trust created in 1997 by the four children of Iphigene Ochs Sulzberger (Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger (the “Grantors”)) for the benefit of each of the Grantors and his or her family;

“say-on-pay vote” means the advisory vote to approve executive compensation under Proposal 3;

“SEC” means the U.S. Securities and Exchange Commission; and

“Trustees” means the current trustees of the Ochs-Sulzberger Trust: Theresa Dryfoos, Arthur Golden, David Golden, Hays N. Golden, Leah Keith, David Perpich, A.G. Sulzberger and Margot Golden Tishler; and their successors.

_________________________________________________________

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 2022.

This Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2021 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

THE NEW YORK TIMES COMPANY - P. 9

WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY

Documents Filed with the Securities and Exchange Commission

This Proxy Statement is accompanied by our 2021 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 26, 2021, which we have previously filed with the SEC and which includes audited financial statements.

You can obtain any of the documents we file with the SEC (including our Annual Report on Form 10-K for the fiscal year ended December 26, 2021). To obtain documents from us, please direct requests in writing, by telephone or by email to:

The New York Times Company

Attention: Corporate Secretary

620 Eighth Avenue

New York, NY 10018

Phone: (212) 556-8092

nytsecretary@nytimes.com

We will send you the requested documents without charge, excluding exhibits.

Additional Information

There are a number of other sources for additional information on The New York Times Company:

SEC. We file reports, proxy statements and other information with the SEC, which can be accessed through the SEC’s website (http://www.sec.gov).

The New York Times Company website. Our website at http://www.nytco.com provides ongoing information about the Company and its performance, including documents filed with the SEC. In addition, printable versions of the following materials can be found on the Corporate Governance section of our website at http://www.nytco.com/investors/corporate-governance:

— Corporate Governance Principles

— Board Committee Charters:

•Audit Committee

•Compensation Committee

•Finance Committee

•Nominating & Governance Committee

— Code of Ethics for the Executive Chairman, Chief Executive Officer and Senior Financial Officers

— Code of Ethics for Directors

— Business Ethics Policy

— Policy on Transactions with Related Persons

— Procedures Regarding Communications by Security Holders and Other Interested Parties to the Board of Directors

Please note that information contained on our website does not constitute part of this Proxy Statement.

IMPORTANT NOTE:

This Proxy Statement is dated March 11, 2022. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the furnishing of this Proxy Statement to stockholders shall not create any implication to the contrary.

P. 10 - THE NEW YORK TIMES COMPANY

GENERAL INFORMATION

The Ochs-Sulzberger Trust

Since the purchase of The New York Times newspaper by Adolph S. Ochs in 1896, control of The New York Times and related properties has rested with his family. Family members have taken an active role in the stewardship and management of The New York Times Company. The position of Publisher of The New York Times has been held by various family members, from Adolph S. Ochs to the current Publisher, A.G. Sulzberger, who also serves as the Chairman of the Company’s Board.

In February 1990, on the death of Adolph S. Ochs’s daughter, Iphigene Ochs Sulzberger (“Mrs. Sulzberger”), control passed to her four children through the automatic termination of a trust established by Mr. Ochs. That trust held 83.7% of the Class B stock of the Company, which is not publicly traded. Holders of Class B stock have the right to elect approximately 70% of the Board of Directors. Mrs. Sulzberger’s four children, all of whom are deceased, were: Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger (each, a “Grantor,” and collectively, the “Grantors”).

In 1997, the Grantors executed an indenture creating a trust (the “Ochs-Sulzberger Trust”) for the benefit of each Grantor and his or her family, and entered into a first amendment to the indenture on December 14, 2000 (the indenture and first amendment thereto are collectively referred to as the “Trust Indenture”). The Grantors transferred to the Ochs-Sulzberger Trust all shares of Class B stock previously held by the trust established by Adolph S. Ochs, together with a number of shares of Class A stock. The Ochs-Sulzberger Trust currently holds 738,810 shares of Class B stock and 1,400,000 shares of Class A stock. The primary objective of the Ochs-Sulzberger Trust is to maintain the editorial independence and the integrity of The New York Times and to perpetuate it “as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare” (the “primary objective of the Ochs-Sulzberger Trust”) in accordance with the wishes of Adolph S. Ochs as expressed in his will.

The current trustees of the Ochs-Sulzberger Trust are Theresa Dryfoos, Arthur Golden, David Golden, Hays N. Golden, Leah Keith, David Perpich, A.G. Sulzberger and Margot Golden Tishler (each, a “Trustee,” and collectively, together with their successors, the “Trustees”).

The Trust Indenture is subject to the terms and provisions of a 1986 shareholders agreement (the “Shareholders Agreement”) among the Grantors, their children and the Company, which restricts the transfer of Class B stock that is held by the Ochs-Sulzberger Trust by requiring, prior to any sale or transfer, the offering of those shares among the other family stockholders and then to the Company at the Class A stock market price then prevailing (or if the Company is the purchaser, at the option of the selling stockholder, in exchange for Class A stock on a share-for-share basis). The Shareholders Agreement provides for the conversion of such shares into Class A stock if the purchase rights are not exercised by the family stockholders or the Company, and such shares of Class A stock are to be transferred to a person or persons other than family stockholders or the Company. There are certain exceptions for gifts and other transfers among the descendants of Adolph S. Ochs, provided that the recipients become parties to the Shareholders Agreement.

In addition, the Shareholders Agreement provides that, if the Company is a party to a merger (other than a merger solely to change the Company’s jurisdiction of incorporation), consolidation or plan of liquidation in which such Class B stock is exchanged for cash, stock, securities or any other property of the Company or of any other corporation or entity, each signing stockholder will convert his or her shares of such Class B stock into Class A stock prior to the effective date of such transaction so that a holder of such shares will receive the same cash, stock or other consideration that a holder of Class A stock would receive in such a transaction. Except for the foregoing, each signing stockholder has agreed not to convert any shares of such Class B stock received from a trust created under the will of Adolph S. Ochs into Class A stock. The Shareholders Agreement will terminate upon the expiration of 21 years after the death of the last remaining survivor of all descendants of Mrs. Sulzberger living on August 5, 1986.

The Trustees, subject to the limited exceptions described below, are directed to retain the Class B stock held in the Ochs-Sulzberger Trust and not to sell, distribute or convert such shares into Class A stock and to vote such Class B stock against any merger, sale of assets or other transaction pursuant to which control of The New York Times passes from the Trustees, unless they determine that the primary objective of the Ochs-Sulzberger Trust can be best achieved by the sale, distribution or conversion of such stock or by the implementation of such transaction. If, upon such determination, any Class B stock is distributed to the beneficiaries of the Ochs-Sulzberger Trust, it must be distributed

THE NEW YORK TIMES COMPANY - P. 11

only to descendants of Mrs. Sulzberger, subject to the provisions of the Shareholders Agreement (if it is still in effect). Similarly, any sale by the Ochs-Sulzberger Trust of Class B stock upon such determination can be made only in compliance with the Shareholders Agreement.

The Trustees are granted various powers and rights, including among others: (i) to vote all of the shares of Class A and Class B stock held by the Ochs-Sulzberger Trust; (ii) to nominate the successor Trustees who may also serve on the Company’s Board of Directors; and (iii) to amend certain provisions of the Trust Indenture, but not the provisions relating to retaining the Class B stock or the manner in which such shares may be distributed, sold or converted. The Trust Indenture provides for eight Trustees. All actions of the Trustees require the affirmative vote of six of the eight Trustees. Any Trustee may be removed without cause by a vote of six Trustees. In general, the Trustees will appoint four of the Trustees and the beneficiaries of the Ochs-Sulzberger Trust will elect the remaining four Trustees.

The Ochs-Sulzberger Trust will continue in existence until the expiration of 21 years after the death of the last survivor of all of the descendants of Mrs. Sulzberger then living on December 14, 2000. Upon the termination of the Ochs-Sulzberger Trust at the end of the stated term thereof, all of the trust property, including the shares of Class A and Class B stock held by the Ochs-Sulzberger Trust, will be distributed to the descendants of Mrs. Sulzberger then living.

The Company has been informed by representatives of the Ochs-Sulzberger family that, as of March 1, 2022, the aggregate holdings of the Ochs-Sulzberger Trust and an additional entity controlled by descendants of Mrs. Sulzberger represented approximately 94.5 percent of the Company’s Class B stock and 3.4 percent of the Company’s Class A stock. These amounts do not include the personal holdings of the more than 80 individual members of the Ochs-Sulzberger family, many of which are sizable.

P. 12 - THE NEW YORK TIMES COMPANY

PRINCIPAL HOLDERS OF COMMON STOCK

The following table sets forth the only persons who, to the knowledge of management, owned beneficially on March 1, 2022, more than 5% of the outstanding shares of either Class A stock or Class B stock:


Name and Address	Shares of Class A Stock	Percent of Class A Stock		Shares of Class B Stock	Percent of Class B Stock
Ochs-Sulzberger Trust1,2 620 Eighth Avenue New York, NY 10018	2,138,810	1.3	%	738,810	94.5	%
Theresa Dryfoos1,2,3 620 Eighth Avenue New York, NY 10018	2,151,254	1.3	%	739,800	94.6	%
Arthur Golden1,2,4 620 Eighth Avenue New York, NY 10018	2,257,149	1.4	%	739,928	94.7	%
David Golden1,2,5 620 Eighth Avenue New York, NY 10018	2,145,857	1.3	%	738,810	94.5	%
Hays N. Golden1,2,6 620 Eighth Avenue New York, NY 10018	2,297,757	1.4	%	738,810	94.5	%
Leah Keith1,2,7 620 Eighth Avenue New York, NY 10018	2,176,622	1.3	%	740,490	94.7	%
David Perpich1,2,8 620 Eighth Avenue New York, NY 10018	2,364,593	1.4	%	741,615	94.9	%
A.G. Sulzberger1,2,9 620 Eighth Avenue New York, NY 10018	2,339,122	1.4	%	738,810	94.5	%
Margot Golden Tishler1,2,10 620 Eighth Avenue New York, NY 10018	2,196,130	1.3	%	738,810	94.5	%
The Vanguard Group11 100 Vanguard Boulevard Malvern, PA 19355	15,880,017	9.5	%
BlackRock, Inc.12 55 East 52nd Street New York, NY 10055	13,896,606	8.3	%
Jackson Square Partners, LLC13 One Letterman Drive Building A, Suite A3-200 San Francisco, CA 94129	10,855,052	6.5	%
Darsana Capital Partners LP14 40 West 57th Street, 15th Floor New York, NY 10019	8,500,000	5.1	%
	Footnotes appear on following pages.

THE NEW YORK TIMES COMPANY - P. 13

1.Includes 1,400,000 shares of Class A stock and 738,810 shares of Class A stock issuable upon the conversion of 738,810 shares of Class B stock directly owned by the Ochs-Sulzberger Trust. Each of the Trustees of the Ochs-Sulzberger Trust shares voting and investment power with respect to the shares owned by the Ochs-Sulzberger Trust. Therefore, under SEC regulations, each may be deemed a beneficial owner of the shares held by the Ochs-Sulzberger Trust. Such shares are therefore included in the amounts listed in this table for each Trustee. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table. By virtue of their being Trustees of the Ochs-Sulzberger Trust, the Trustees could be deemed to comprise a “group” within the meaning of SEC regulations. Such group is the beneficial owner in the aggregate of 2,942,499 shares of Class A stock, representing approximately 1.8% of the outstanding shares of Class A stock. This amount includes those shares directly held by the Ochs-Sulzberger Trust, as well as (i) 772,614 shares of Class A stock directly or indirectly held by individual Trustees; (ii) 4,913 shares of Class A stock issuable upon the conversion of 4,913 shares of Class B stock held directly or indirectly by individual Trustees; and (iii) 26,162 shares of Class A stock underlying restricted stock units awarded under the Company’s 2010 Incentive Compensation Plan (the “2010 Incentive Plan”) and the Company’s 2020 Incentive Compensation Plan (the “2020 Incentive Plan”) that have vested or will vest within 60 days.

2.Class B stock is convertible into Class A stock on a share-for-share basis. Ownership of Class B stock is therefore deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each person listed therein as holding Class B stock has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the Ochs-Sulzberger Trust and by the Trustees have been included in the calculation of the total amount of Class A stock owned by each such person as well as in the calculation of the total amount of Class B stock owned by each such person. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table.

3.In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings reported for Ms. Dryfoos include (a) 1,454 shares of Class A stock held by two trusts, of which she is a co-trustee, (b) 10,000 shares of Class A stock held by a trust of which her husband is a trustee, and (c) 990 shares of Class B stock held by a trust of which her husband is a co-trustee. Ms. Dryfoos disclaims beneficial ownership of the shares described in (a) above.

4.In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Arthur Golden include (a) 3,995 restricted stock units for Class A stock (which will be distributed upon his cessation of service on the Board), including 3,278 unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2022 Annual Meeting, (b) 1,118 shares of Class B stock held through a family trust of which Mr. Golden is a co-trustee, (c) 42,073 shares of Class A stock held by a family trust of which Mr. Golden is the sole trustee, (d) 69,518 shares of Class A stock held by a trust of which Mr. Golden’s wife is a trustee, and (e) 1,635 shares of Class A stock held by two trusts of which Mr. Golden is a co-trustee. Mr. Golden disclaims beneficial ownership of the shares described in (e) above. Subject to such disclaimer, Mr. Golden shares beneficial ownership of the 1,635 shares of Class A stock included in (e) with Leah Keith as co-trustees.

5.In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of David Golden include 7,047 shares of Class A stock held by a trust of which Mr. Golden is the sole trustee.

6.In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Hays N. Golden include (a) 19,563 shares of Class A stock held solely, (b) 22,167 restricted stock units for Class A stock (which will be distributed upon his cessation of service on the Board), including 3,278 unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2022 Annual Meeting, and (c) 117,217 shares of Class A stock held by a trust, of which he is a co-trustee. The holdings of Class A stock reported for Dr. Golden exclude 3,450 shares of Class A stock held by a trust, of which his wife is the sole trustee and for which Dr. Golden disclaims beneficial ownership.

7.In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Ms. Keith include (a) 36,132 shares of Class A stock held by five family trusts for which Ms. Keith serves as a co-trustee, and (b) 1,680 shares of Class B stock held by one of such family trusts. Of the shares of Class A stock and Class B stock reported in (a) and (b) above, Ms. Keith shares beneficial ownership of (i) 11,000 shares of Class A stock and 1,680 shares of Class B stock with David Perpich through one family trust for which they serve as co-trustees, and (ii) 1,635 shares of Class A stock with Arthur Golden through two family trusts for which they serve as co-trustees.

P. 14 - THE NEW YORK TIMES COMPANY

8.In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Mr. Perpich include (a) 24,094 shares of Class A stock held solely, (b) 11,000 shares of Class A stock and 1,680 shares of Class B stock held by a family trust for which Mr. Perpich serves as co-trustee, (c) 186,901 shares of Class A stock and 1,125 shares of Class B stock held by a family trust for which Mr. Perpich serves as co-trustee, and (d) 983 shares of Class A stock held in two custodial accounts created for the benefit of his children for which Mr. Perpich serves as custodian. Mr. Perpich disclaims beneficial ownership of the shares described in (b) above. Subject to such disclaimer, Mr. Perpich shares beneficial ownership of 11,000 shares of Class A stock and 1,680 shares of Class B stock included in (b) above with Leah Keith as co-trustees. The amounts reported exclude 2,083 stock-settled restricted stock units for Class A stock granted under the 2020 Incentive Plan that are subject to vesting conditions.

9.In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Mr. Sulzberger include (a) 73,288 shares of Class A stock held solely, (b) 120,645 shares of Class A stock held by a trust of which Mr. Sulzberger is the sole trustee, (c) 4,825 shares of Class A stock held by a trust of which Mr. Sulzberger is a trustee, and (d) 1,554 shares of Class A stock held in a custodial account for which Mr. Sulzberger serves as a custodian. The amounts reported exclude 8,704 stock-settled restricted stock units for Class A stock granted under the 2020 Incentive Plan that are subject to vesting conditions.

10.In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Ms. Tishler include (a) 16,820 shares of Class A stock held by a trust of which she is the sole trustee and (b) 40,500 shares of Class A stock held by a trust of which she is the sole trustee. Ms. Tishler disclaims beneficial ownership of the shares described in (b) above.

11.According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2021, The Vanguard Group beneficially owned 15,880,017 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

12.According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2021, BlackRock, Inc. beneficially owned 13,896,606 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

13.According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2021, Jackson Square Partners, LLC beneficially owned 10,855,052 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

14.According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2021, Darsana Capital Partners LP beneficially owned 8,500,000 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

THE NEW YORK TIMES COMPANY - P. 15

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table shows the beneficial ownership, reported to the Company as of March 1, 2022, of Class A stock and Class B stock, including shares as to which a right to acquire ownership exists (by the exercise of stock options, the vesting of restricted stock units or the conversion of Class B stock into Class A stock) within the meaning of Rule 13d-3(d)(1) under the Exchange Act, of each director named in this Proxy Statement, each named executive officer identified in the 2021 Summary Compensation Table on page 58 of this Proxy Statement, and all directors and executive officers of the Company as a group. A portion of the shares reported below are held by the Ochs-Sulzberger Trust, whose Trustees share voting and investment power with respect thereto. See “General Information—The Ochs-Sulzberger Trust.” The table also shows, under “Class A Stock Units,” in the case of non-employee directors, cash-settled phantom stock units credited under the Company’s Non-Employee Directors Deferral Plan (“Directors’ Deferral Plan”).


	Class A Stock	Percent of Class A Stock		Class A Stock Units	Class B Stock	Percent of Class B Stock
Amanpal S. Bhutani1 Director	12,790	*		—	—
Diane Brayton2 Executive Vice President, General Counsel and Secretary	31,786	*		—	—
Manuel Bronstein1 Director	1,604	*		—	—
Beth Brooke1 Director	3,278	*		—	—
Roland A. Caputo2 Executive Vice President and Chief Financial Officer	75,353	*		—	—
Rachel Glaser1 Director	16,348	*		—	—
Arthur Golden1,3,4 Director	2,257,149	1.4	%	—	739,928	94.7	%
Hays N. Golden1,3,4 Director	2,297,757	1.4	%	—	738,810	94.5	%
Meredith Kopit Levien2 President, Chief Executive Officer and Director	79,211	*		—	—
Brian P. McAndrews1 Director	39,619	*		16,508	—
David Perpich2, 3,4 Publisher, The Athletic and Wirecutter, and Director	2,364,593	1.4	%	—	741,615	94.9	%
John W. Rogers, Jr.1 Director	35,121	*		—	—
A.G. Sulzberger2, 3,4 Chairman of the Board and Publisher of The New York Times	2,339,122	1.4	%	—	738,810	94.5	%
Doreen Toben1 Director	36,459	*		80,948	—
Rebecca Van Dyck1 Director	36,459	*		—	—
Jacqueline Welch2 Executive Vice President and Chief Human Resources Officer	—	*		—	—
All Directors and Executive Officers3 (17 Individuals)	3,255,683	1.9	%	97,456	742,733	95.0	%
*Indicates beneficial ownership of less than 1%.				Footnotes continue on following page.

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1.The amounts reported for the directors, except for Mr. Bronstein, include (a) 3,278 unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2022 Annual Meeting, and (b) vested restricted stock units for Class A stock (which will be distributed upon cessation of service on the Board) as follows: Mr. Bhutani, 9,512; Ms. Glaser, 13,070; Arthur Golden, 717; Hays N. Golden, 18,889; Mr. McAndrews, 33,181; Mr. Rogers, 11,843; Ms. Toben, 33,181; and Ms. Van Dyck, 33,181. The amount reported for Mr. Bronstein includes 1,604 of unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2022 Annual Meeting (which will be distributed upon cessation of service on the Board).

2.The amounts reported exclude stock-settled restricted stock units granted under the 2010 and 2020 Incentive Plans that are subject to vesting conditions: Ms. Brayton, 3,510; Mr. Caputo, 17,153; Ms. Kopit Levien, 30,951; Mr. Perpich, 2,083; Mr. Sulzberger, 8,704; and Ms. Welch, 2,132.

3.Class B stock is convertible into Class A stock on a share-for-share basis. Therefore, ownership of Class B stock is deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each individual has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by each individual, including shares held by the Ochs-Sulzberger Trust, have been included in the calculation of the total amount of Class A stock owned by such person, as well as in the calculation of the total amount of Class B stock owned by such person. As a result of this presentation, there are duplications in the number of shares and percentages shown in this table.

4.See “Principal Holders of Common Stock” and “General Information—The Ochs-Sulzberger Trust” for a discussion of this person’s holdings.

DELINQUENT SECTION 16(a) REPORTS

The Company’s directors and executive officers and beneficial owners of more than 10% of the Class A stock are required to file reports with the SEC of changes in their ownership of Company stock. Based on its review of such reports, the Company believes that all such filing requirements were met during 2021. On February 23, 2022, a report on Form 4 that was filed for Mr. Perpich disclosed a gift of Class A stock in 2020 to an account in the name of a trust for which he serves as a trustee that was inadvertently omitted from previous reports.

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PROPOSAL NUMBER 1—ELECTION OF DIRECTORS

Thirteen directors will be elected to the Board of The New York Times Company at the 2022 Annual Meeting. Nominees proposed for election as directors are listed below. Directors will hold office until the next annual meeting and until their successors are elected and qualified.

Each of the nominees is now a member of the Board of Directors, and other than Manuel Bronstein, each current director was elected at the 2021 Annual Meeting for which proxies were solicited. Mr. Bronstein was appointed to the Board on October 12, 2021. He had been recommended for consideration by the Nominating & Governance Committee by a global executive recruiting firm retained by the Committee that helps identify, evaluate and conduct due diligence on potential director candidates.

The Certificate of Incorporation of the Company provides that Class A stockholders have the right to elect 30% of the Board of Directors (or the nearest larger whole number). Accordingly, Class A stockholders will elect four of the 13 directors; Class B stockholders will elect nine directors. Directors are elected by a plurality of the votes cast. (Please see our policy described on page 25 regarding directors who do not receive more “for” votes than “withheld” votes.) Once elected, our directors have no ongoing status as “Class A” or “Class B” directors and have the same duties and responsibilities to all stockholders. Our Board serves as one Board with fiduciary responsibilities to all stockholders of the Company.

Proxies will be used to vote for the election of the nominees named below unless you withhold the authority to do so when you vote your proxy. Each person nominated for election has consented to being named in this Proxy Statement and has agreed to serve if elected. If any of the nominees become unavailable for election, all uninstructed proxies will be voted for such other person or persons designated by the Board. The Board has no reason to anticipate that this will occur.


Name	Age	Position with The New York Times Company	Director Since
Class A Nominees (4)
Amanpal S. Bhutani	45	Independent Director	2018
Manuel Bronstein	46	Independent Director	2021
Doreen Toben	72	Independent Director	2004
Rebecca Van Dyck	52	Independent Director	2015
Class B Nominees (9)
Beth Brooke	62	Independent Director	2021
Rachel Glaser	60	Independent Director	2018
Arthur Golden1	65	Non-Employee Director	2021
Hays N. Golden2	37	Non-Employee Director	2017
Meredith Kopit Levien	50	President, Chief Executive Officer and Director	2020
Brian P. McAndrews	63	Independent Director	2012
David Perpich2	44	Publisher, The Athletic and Wirecutter, and Director	2019
John W. Rogers, Jr.	63	Independent Director	2018
A.G. Sulzberger2	41	Chairman of the Board and Publisher of The New York Times	2018

1.Arthur Golden is a fourth-generation member of the Ochs-Sulzberger family.

2.Hays N. Golden, David Perpich and A.G. Sulzberger are each a fifth-generation member of the Ochs-Sulzberger family.

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Skills, Experience and Qualifications

Consistent with the Company’s Corporate Governance Principles, the Nominating & Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of director nominees, as well as the composition of the Board as a whole. This assessment includes consideration of directors’ independence, character, judgment and business experience, as well as their appreciation of the Company’s mission and values. The Nominating & Governance Committee also considers the diversity of Board candidates, which may include diversity of skills and experience, as well as race/ethnicity, gender identity, sexual orientation, age and geographic diversity. Eight of the Company’s 13 directors, including all four Board Committee Chairs, self-identify as female, LGBTQ+ or from racially/ethnically underrepresented groups.

We believe that the combination of backgrounds, skills and experiences represented by the 13 director nominees will enable the Board and each of its committees to continue to provide sound judgment and leadership in the context of an evolving business environment and the Company’s long-term strategy, and to function effectively as a group. The biographical information for each director nominee includes a summary of the specific experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a director of the Company. While it is not possible to detail all of the experience, qualifications, attributes or skills possessed by each director, we have set out those unique and important professional characteristics that each person would bring to the Board.

Director Tenure

Our Board is composed of directors with a mix of tenure, with longer serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspective to deliberations. Of the eight currently serving independent director nominees this year, five have joined in the last four years. The other five non-independent directors were appointed to the Board in the last five years. The average tenure of all our director nominees is 4.8 years.

Director Retirement Policy

Under the Company’s director retirement policy, which is set forth in our Corporate Governance Principles, a non-employee director may not stand for re-election following the earlier of (a) his or her 75th birthday or (b) 20 years of service on the Board, unless the Board determines otherwise.

PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS

Class A Nominees

Amanpal S. Bhutani has served as a member of our Board of Directors since 2018. Mr. Bhutani is the chief executive officer and a member of the Board of GoDaddy Inc., an internet domain registrar and web hosting company (since 2019). Prior to this, he served in senior leadership roles at Expedia Group, Inc., including as president of the Brand Expedia Group from 2015 to 2019 and senior vice president of Expedia Worldwide Engineering from 2010 to 2015. From 2008 to 2010, he was a technology senior director at JPMorgan Chase and Co. From 2002 to 2008, Mr. Bhutani was at Washington Mutual, Inc., including most recently as senior vice president of ecommerce technology, when JPMorgan Chase and Co. acquired it in 2008. Prior to that, Mr. Bhutani was the founder and technical lead at a startup, and a senior engineer at a consultancy.

Mr. Bhutani brings to the Company and the Board extensive technological and international business expertise, as well as human capital management experience, gained from his senior leadership roles at digital and consumer-facing public companies, including as chief executive officer of GoDaddy. This experience provides the Board and the Company with a valuable perspective highly relevant to the Company’s innovation efforts as the Company positions itself for further global growth.

Manuel Bronstein has served as a member of our Board of Directors since October 2021. Mr. Bronstein is the chief product officer of Roblox Corporation, an online gaming and entertainment platform (since March 2021). Prior to this, he served in senior product roles at Alphabet, including as vice president of product at Google, leading Google Assistant from 2018 to 2021, and at YouTube, as director of product management from 2014 to 2016 and vice president of product management from 2016 to 2018. From 2010 to 2014, he served as vice president of product at Zynga Inc., and from 2003 to 2010, he served in various product leadership roles for Xbox at Microsoft.

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Mr. Bronstein is a deeply experienced product leader who brings to the Board extensive product, design and data science expertise, as well as human capital management experience, gained from senior leadership roles at digital and consumer-facing public companies. This experience provides the Board and the Company with valuable insight as the Company continues to expand and grow its digital offerings.

Doreen Toben has served as a member of our Board of Directors since 2004. Ms. Toben was executive vice president and chief financial officer of Verizon Communications, Inc. from 2002 to 2009. From 2000 to 2002, she was senior vice president and chief financial officer of Telecom Group, Verizon Communications, Inc. From 1999 to 2000, she was vice president and controller, and from 1997 to 1999 she was vice president and chief financial officer, of Telecom/Network, Bell Atlantic Inc. Ms. Toben was a director of ARRIS International plc from 2013 to 2019, Tapestry, Inc. from 2017 to 2018, and Kate Spade & Company from 2009 to 2017.

Ms. Toben has over 25 years of experience in the communications industry, including as executive vice president and chief financial officer of Verizon Communications, Inc., where she was responsible for Verizon’s finance and strategic planning efforts. In addition to her deep communications industry experience, Ms. Toben’s financial and accounting expertise is a valuable asset to the Company, the Board and the Audit Committee. In addition, through her experience at Verizon and her service on the boards of other public companies, Ms. Toben provides the Board and the Company with a highly valuable strategic perspective, as well as extensive corporate governance and human capital management experience.

Rebecca Van Dyck has served as a member of our Board of Directors since 2015. Ms. Van Dyck has served as chief operating officer for Reality Labs at Meta Platforms, Inc. (formerly Facebook, Inc.) since 2020, having previously served as chief marketing officer for AR/VR from 2017 to 2020, and as vice president of consumer and brand marketing from 2012 to 2017. From 2011 to 2012, she was senior vice president and global chief marketing officer of Levi Strauss & Co. From 2007 to 2011, she was senior director, worldwide marketing and communications, of Apple Inc., and from 1994 to 2006, she held various positions at Wieden + Kennedy, Inc., including as global account director for Nike International, from 2002 to 2006. From 1992 to 1994, she held various positions at TBWA Worldwide Inc.

Ms. Van Dyck brings to the Company and the Board extensive knowledge of digital consumer brand marketing and management, gained from her experience in senior executive roles at large digital and consumer-focused companies and in the advertising industry. Ms. Van Dyck’s brand expertise, as well as her international experience, provide the Board with a valuable perspective highly relevant to the Company’s digital strategy.

Class B Nominees

Beth Brooke has served as a member of our Board of Directors since April 2021. Ms. Brooke served as the global vice chair of public policy for Ernst & Young LLP from 2007 to 2019, where she was a member of the firm’s global executive board and global sponsor of the firm’s diversity and inclusiveness efforts. Prior to this, she served as Ernst & Young’s vice chair of public policy, sustainability and stakeholder engagement in the Americas from 2000 to 2007, and held various roles in tax practice management from 1981 to 2000. From 1993 to 1995, Ms. Brooke served in the U.S. Department of the Treasury and was responsible for tax policy matters related to insurance and managed care, including working on healthcare and superfund legislative reform efforts. Ms. Brooke has been a director of eHealth, Inc. since 2019.

Ms. Brooke brings to the Company and the Board extensive financial and strategic expertise, as well as risk management, public policy and international experience, gained from nearly 40 years of service at Ernst & Young. In addition, she provides the Board and the Company with meaningful insight gained from both her past experience as a global sponsor of Ernst & Young’s diversity and inclusiveness efforts and her service on various private and nonprofit boards, including as co-chair of the steering committee of The Partnership for Global LGBTI Equality, in conjunction with the World Economic Forum.

Rachel Glaser has served as a member of our Board of Directors since 2018. Ms. Glaser is the chief financial officer of Etsy, Inc., a global creative commerce platform (since 2017). From 2015 to 2017, she was the chief financial officer of Leaf Group Ltd., a company that owns and operates consumer media and marketplaces. From 2012 to 2015, she was the chief financial officer of Move, Inc., the parent company of Realtor.com. From 2008 to 2011, she was the chief operating and financial officer of MyLife.com, a subscription-based search business, and from 2005 to 2008, she was the senior vice president of finance at Yahoo! Inc. Prior to these roles, Ms. Glaser held various finance and operations positions at The Walt Disney Company from 1986 to 2005.

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Ms. Glaser brings to the Company and the Board extensive financial and strategic expertise, as well as human capital management experience, gained from serving in key roles at digitally focused, consumer-facing public companies. This experience provides the Board and the Company with a valuable perspective as the Company continues to expand its digital and subscription-first strategy. In addition, Ms. Glaser’s deep financial and accounting expertise is a valuable asset to the Company, the Board and the Audit Committee, which she chairs.

Arthur Golden has served as a member of our Board of Directors since January 2021. Mr. Golden is a best-selling author. He attended Harvard College, where he received a degree in art history. He also earned a master’s degree in East Asian languages and culture from Columbia University and a master’s degree in English from Boston University.

Mr. Golden is a fourth-generation member of the Ochs-Sulzberger family and brings to the Board a deep appreciation of the values and societal contributions of The New York Times and the Company throughout their history. His alignment with stockholder interests makes Mr. Golden an important part of the Board’s decision-making process.

Hays N. Golden has served as a member of our Board of Directors since 2017. Dr. Golden is the managing director of the University of Chicago Crime Lab and Education Lab (since 2019), and previously served as the senior director for science and strategy at the Crime Lab New York (from 2018 to 2019). Prior to this, Dr. Golden served in various roles at American International Group, Inc. (“AIG”), including as vice president of commercial underwriting from 2017 to 2018, senior manager of commercial underwriting from 2016 to 2017 and in several positions of increasing responsibility at AIG Science, a division of AIG with a focus on data science and analytics, from 2013 to 2016.

Dr. Golden is a fifth-generation member of the Ochs-Sulzberger family and brings to the Board a deep appreciation of the values and societal contributions of The New York Times and the Company throughout their history. His alignment with stockholder interests makes Dr. Golden an important part of the Board’s decision-making process.

Meredith Kopit Levien has served as our president and chief executive officer and as a member of our Board of Directors since 2020. She previously served in the Company as executive vice president and chief operating officer (2017 to 2020), executive vice president and chief revenue officer (2015 to 2017) and executive vice president, advertising (2013 to 2015). Prior to joining the Company, Ms. Kopit Levien served in various roles at Forbes Media LLC, including as chief revenue officer from 2011 to 2013, and in various advertising and publishing roles at The Atlantic.

As the Company’s president and chief executive officer, Ms. Kopit Levien has primary responsibility for overseeing and coordinating all of the Company’s strategy, operations and businesses. She brings to the Company and the Board extensive business and management experience in the media industry, gained from her nearly 20 years spent in a variety of senior operational and executive roles at the Company, Forbes Media and The Atlantic. Her deep understanding of the Company and her strategic and operational leadership experience from her various roles at the Company, including most recently as chief operating officer, overseeing all major commercial operations, provides the Company and the Board with a highly valuable perspective as the Company continues to expand its businesses digitally and globally.

Brian P. McAndrews has served as a member of our Board of Directors since 2012 and as Presiding Director since 2019. Mr. McAndrews was president, chief executive officer and chairman of Pandora Media, Inc. from 2013 to 2016. From 2012 to 2013, he was a venture partner, and from 2009 to 2011, he was managing director, of Madrona Venture Group, LLC. From 2007 to 2008, he was senior vice president, advertiser and publisher solutions, of Microsoft Corporation. From 2000 to 2007, he was president and chief executive officer, and from 1999 to 2000 he served as chief executive officer, of aQuantive, Inc. From 1990 to 1999, he held various positions of increasing responsibility at ABC, Inc., including executive vice president and general manager of ABC Sports. Mr. McAndrews has been a director of Frontdoor, Inc. since 2018. He previously served as a director of Chewy, Inc. from 2019 to 2021, Grubhub Inc. from 2011 to 2021 (including as chairman of its board of directors from 2014 to 2021), and Teladoc Health, Inc. from 2017 to 2020.

Mr. McAndrews brings to the Company and the Board extensive digital expertise gained through his experience as a chief executive officer of public companies in the technology industry. His background in both traditional and digital media has also given him an understanding of digital advertising and the integration of

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emerging technologies, which is highly valued by the Company and the Board as the Company continues to expand its digital businesses. His extensive understanding of the Company’s business, his experience as a chief executive officer of a public company in the technology industry, as well as his prior service as chairman of the board of two public companies, make him uniquely positioned as the Company’s Presiding Director to work collaboratively with our Chairman and our Chief Executive Officer. In addition, through his experience leading a public company and his service on the boards of other public companies, Mr. McAndrews provides the Board and the Company with a highly valuable strategic perspective, as well as extensive corporate governance, human capital management and succession planning experience.

David Perpich has served as the publisher of The Athletic and Wirecutter, which are standalone subscription products of the Company, since February 2022, and he has served as a member of our Board of Directors since 2019. Mr. Perpich previously served as head of standalone products at the Company from 2020 to February 2022, president and general manager of Wirecutter from 2017 to 2020 and senior vice president of product for the Company from 2015 to 2017, during which time he was responsible for overseeing The Times’s digital product portfolio across mobile and web products. In addition, Mr. Perpich served as general manager, new digital products, at the Company from 2013 to 2015, and as vice president, product management, from 2011 to 2013. Mr. Perpich joined the Company in 2010 as executive director, NYTimes.com paid products.

Mr. Perpich is a fifth-generation member of the Ochs-Sulzberger family and brings a deep appreciation of the values and societal contributions of The New York Times and the Company throughout their history to his role as director. In addition, through his service in a variety of critical executive positions that have provided him with extensive knowledge of our Company and operations, Mr. Perpich brings a deep understanding and unique perspective to the Board about the Company’s business strategy and industry opportunities and challenges.

John W. Rogers, Jr. has served as a member of our Board of Directors since 2018. Mr. Rogers is the founder, chairman, co-chief executive officer and chief investment officer of Ariel Investments, LLC, an institutional money management and mutual fund firm, as well as a trustee of Ariel Investment Trust, an investment company. He has been a director of Nike, Inc. since 2018, Ryan Specialty Group (which became public in 2021) since 2014 and McDonald’s Corporation since 2003. Mr. Rogers was a director of Exelon Corporation from 2000 to 2019.

Mr. Rogers brings to the Company and the Board extensive business, financial and risk-management experience gained as the founder and long-serving chief executive officer (co-chief executive officer since 2019) and chief investment officer of a firm with over $16 billion in assets under management. In addition, through service on the boards (and several board committees) of large public companies, he provides the Board and the Company a highly valuable strategic perspective, as well as extensive corporate governance, human capital management and succession planning experience.

A.G. Sulzberger has served as chairman of the Company since January 2021 and as publisher of The New York Times and a member of our Board of Directors since 2018. Mr. Sulzberger previously served as deputy publisher of The New York Times from 2016 to 2017. He joined The New York Times as a reporter in 2009, after serving in various reporting roles at other publications. From 2010 to 2012, he served as head of the Kansas City bureau, and he later served as an assistant editor (from 2012 to 2015) and associate editor (from 2015 to 2016) of The Times, before he was appointed deputy publisher.

Mr. Sulzberger is a fifth-generation member of the Ochs-Sulzberger family and brings a deep appreciation of the values and societal contributions of The New York Times and the Company to his role as chairman and publisher of The New York Times. In addition, as one of the driving forces behind the Company’s digital transformation and subscription-first focus, Mr. Sulzberger brings a deep understanding and unique perspective to the Board about the Company’s business strategy and industry opportunities and challenges.

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RELATED PERSON TRANSACTIONS

Policy on Transactions with Related Persons. The Board of Directors recognizes that transactions with related persons may present actual or apparent conflicts of interest and has approved a policy governing the review and approval or ratification of these transactions.

Under this policy, any transaction (or series of transactions) in which the Company or any of its subsidiaries is a participant and a director, director nominee, executive officer or beneficial holder of more than 5% of any class of the Company’s voting securities, or any immediate family member of the foregoing (each, a “related person”) has a direct or indirect material interest, and where the amount involved exceeds $120,000, is subject to reasonable prior review and oversight by the Nominating & Governance Committee, or in the discretion of the Board, such other independent committee to which such matter has been delegated for review. If it is impractical or undesirable to defer consideration of the matter until a Board or committee meeting, the policy allows the Chair of the Nominating & Governance Committee (or, if he or she is not disinterested, by the Presiding Director) to review and approve the transaction, and report any such approval to the Nominating & Governance Committee at the next regularly scheduled meeting.

The policy provides that the Company or any of its subsidiaries may employ a related person in the ordinary course of business consistent with the Company’s policies and practices with respect to the employment of non-related persons in similar positions.

Under the policy, if the transaction involves a related person who is a director or an immediate family member of a director, that director may not participate in the deliberations or vote. In approving a transaction under this policy, the committee or director considering the matter must conduct a reasonable prior review of such transaction for potential conflicts of interest and will prohibit such a transaction if such committee or director determined it to be inconsistent with the interests of the Company and its stockholders. In addition, the committee or director must determine that the transaction is fair and reasonable to the Company.

A printable version of this policy is available on our website, as described on page 10.

Code of Ethics and Business Ethics Policy. Our Code of Ethics applicable to directors discourages directors from engaging in transactions that present a conflict of interest or the appearance of one. Our Business Ethics Policy applicable to employees, including executive officers and others who may be “related persons,” similarly discourages transactions where there is or could be an appearance of a conflict of interest. In addition, that policy requires specific approval by designated members of management of Company transactions in which employees have an interest. These provisions are intended to operate in addition to, and independently of, the policy on transactions with related persons described above.

Interests of Directors in Certain Transactions of the Company. In the ordinary course of our business, the Company and its subsidiaries from time to time engage in transactions with other corporations whose officers or directors are also directors of the Company. In 2021, these included, among other things, a licensing arrangement with Meta Platforms, Inc. (formerly Facebook, Inc.) and the running of advertising in Company properties for products and services of Etsy, Inc., GoDaddy Inc., McDonald’s Corporation, Meta Platforms, Inc., Nike, Inc. and other director-affiliated companies. All of these arrangements were conducted on an arm’s-length basis on customary terms, and the relevant non-employee director did not participate in these business relationships or profit from them.

Certain Members of the Ochs-Sulzberger Family Employed by the Company during our 2021 Fiscal Year. A.G. Sulzberger was employed as Chairman and Publisher of The New York Times during 2021. See “Compensation of Executive Officers” for a description of his compensation. David Perpich, who was employed as head of the Company’s standalone products group in 2021, was paid $924,698 in 2021 and received a grant under the 2021-2023 long-term performance award program with a target value of $200,000. James Dryfoos, who was employed as executive director, technology compliance, was paid $290,408 in 2021 and received time-vested restricted stock units with a grant date fair value of $5,700. Pamela Dryfoos, who was employed as executive director of finance for the Company’s standalone products group, was paid $286,080 in 2021 and received time-vested restricted stock units with a grant date fair value of $5,700.

Mr. Dryfoos, Ms. Dryfoos, Mr. Perpich and Mr. Sulzberger are all fifth-generation members of the Ochs-Sulzberger family.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board of Directors is responsible for overseeing the direction, affairs and management of the Company to ensure that they are aligned with the long-term interests of our stockholders. In exercising its oversight role, the Board recognizes its fiduciary duty to both Class A and Class B stockholders.

The Board has adopted Corporate Governance Principles that serve as a framework for the way in which the Board conducts its business and that are intended to promote the long-term interests of stockholders. A copy of the Corporate Governance Principles is available on our website, as described on page 10.

The Board’s leadership structure and key corporate governance policies and practices applicable to the Board are summarized below.

Board Leadership Structure

The Company has separated the positions of Chairman of the Board of Directors and Chief Executive Officer. In his role as Chairman, Mr. Sulzberger:

•presides over meetings of stockholders and directors;

•works with the Chief Executive Officer to develop agendas for all Board meetings;

•with the Presiding Director, serves as a liaison between the Board and management;

•with the other Ochs-Sulzberger family directors, serves as a liaison between the family and the Board;

•facilitates communication among Board members between meetings; and

•makes himself available for consultation with stockholders and other interested bodies as a representative of the Board and the Company.

Given the demanding nature of these positions, and taking into account that our Chairman, Mr. Sulzberger, is also the Publisher of The New York Times and an executive officer of the Company, the Board believes that it is appropriate to continue to have a lead independent director to serve as Presiding Director who, among other things, chairs all executive sessions of our non-employee and independent directors and generally provides leadership to, and fosters coordination among, our independent directors, enabling them to better fulfill their role of bringing expert outside perspectives to the Board. Mr. McAndrews has served as our Presiding Director since 2019.

In addition to chairing all executive sessions of our non-employee and independent directors, our Presiding Director:

•serves as a liaison between our Chairman and our Chief Executive Officer, on the one hand, and our independent directors, on the other;

•reviews proposed Board meeting agendas;

•consults with senior executives of the Company as to any concerns the executives might have;

•has the authority to call meetings of the non-employee and independent directors in his or her discretion; and

•makes himself or herself available for direct consultation with major stockholders.

To assist the Board in the fulfillment of its responsibilities, Mr. McAndrews, as the Presiding Director, has also performed additional duties over the past few years, including:

•leading the recent Chief Executive Officer succession planning process, together with Mr. Sulzberger, to Meredith Kopit Levien’s appointment in 2020;

•regularly speaking with our Chairman and our Chief Executive Officer between Board meetings to discuss any matters of concern, often in consultation with other independent directors; and

•meeting with other members of senior management.

The Presiding Director is selected annually by the Board from the independent directors upon the recommendation of the Nominating & Governance Committee. Consistent with the Company’s Corporate

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Governance Principles, no director shall serve more than five consecutive one-year terms as Presiding Director, unless the Board determines otherwise.

Executive Sessions of Non-Employee Directors

The NYSE rules require that, at the listed company’s option, either non-employee directors or independent directors of such company meet periodically in executive sessions without management participation. The Company’s non-employee directors meet separately at the end of each regular meeting of the Board. Additionally, at least once a year the independent directors meet in executive session. Arthur Golden and Hays Golden are non-employee directors who, as members of the Ochs-Sulzberger family, are not considered independent. As noted above, all executive sessions of independent directors are led by our Presiding Director.

The Board’s Role in Risk Oversight

Risk is an integral part of the Board’s deliberations throughout the year and the Board exercises its oversight responsibility both directly and through its committees.

The Company has an enterprise risk management program designed to identify, prioritize and assess a broad range of risks (e.g., strategic, operational, financial, human capital, legal/regulatory and reputational) that may affect our ability to execute our corporate strategy and fulfill our business objectives, and to formulate plans to mitigate their effects. The Audit Committee reviews the Company’s policies with respect to risk assessment and risk management. The Board also reviews an annual assessment prepared by management of the critical risks facing the Company, their relative magnitude and management’s actions to mitigate them.

The Board also actively oversees risks related to information security, including cybersecurity risks. The Audit Committee receives regular updates on information security and technology matters from the Company’s head of information security, who also provides updates to the Board.

In addition, the Board has delegated certain risk management oversight responsibilities to specific committees, each of which reports regularly to the full Board. The Audit Committee oversees risks related to, among others, financial reporting, internal controls and information security. The Compensation Committee oversees risks related to the Company’s executive compensation program. The Nominating & Governance Committee reviews risks related to the Company’s corporate governance structure, policies and practices. The Finance Committee reviews risks related to the Company’s significant financial policies and practices.

Annual Director Election and Nominee Rotation

All directors stand for election annually. Voting is not cumulative. Under our Certificate of Incorporation, 30% (or the nearest larger whole number) of the directors are elected by the holders of the Company’s Class A stock and the remaining directors are elected by the holders of the Company’s Class B stock. Under the New York Business Corporation Law and our Corporate Governance Principles, once elected, our directors have no ongoing status as “Class A” or “Class B” directors and serve as one Board with the same fiduciary duties and responsibilities to all stockholders.

If, in an uncontested election, a nominee is elected to the Board but fails to receive a majority of the votes cast, our Corporate Governance Principles provide that such nominee must agree to resign upon the request of the Board. In determining whether to require the director to resign, the Board, with such person not participating, will consider all relevant facts and circumstances. The Board must make a decision as to whether to request such resignation within 60 days of the certification of the stockholder vote and disclose its decision within 65 days.

Our Corporate Governance Principles provide that it is the policy of the Company to have an annual rotation of the nominees for election to the Board by holders of the publicly traded Class A stock. It is intended that each of the independent directors be nominated for election by the Class A stockholders at least once every three years and that the annual slate of Class A nominees includes at least one member of each of the Audit, Compensation and Nominating & Governance Committees. This policy reinforces the principle that, once elected, our directors have no ongoing status as “Class A” or “Class B” directors. All directors owe fiduciary duties and responsibilities to all of our stockholders.

Director Orientation and Ongoing Education

The Company has a comprehensive orientation program for all new non-employee directors with respect to their role as directors and as members of the particular Board committees on which they will serve. It includes one-

THE NEW YORK TIMES COMPANY - P. 25

on-one meetings with members of senior management and newsroom leaders and extensive written materials to familiarize new directors with the Company’s structure, operations, financial performance, strategic plans, executive compensation program and corporate governance policies and practices, as well as the key responsibilities of the Board committees to which new directors have been appointed. Additional orientation is also provided when a director assumes a leadership role, such as becoming a Committee Chair.

From time to time, the Company provides directors with educational materials and presentations from Company and/or third-party experts on subjects that enable directors to enhance their skills and knowledge to better perform their duties and to recognize and deal appropriately with issues that arise. The Company pays reasonable expenses for any director to attend a director continuing education program. In addition, members of the Board are regularly invited to attend Times events, which provide the directors with an opportunity to engage with senior leaders and staff and to deepen their understanding of The Times, as well as the Company’s business, strategy and corporate culture.

Board and Committee Evaluations

Our Board has an annual Board and committee evaluation process to examine and discuss whether the Board and its committees are functioning effectively as groups and with senior management of the Company, and to identify any areas for improvement. Under this process, each director completes a written Board/committee assessment and then participates in a one-on-one interview with the Presiding Director. The results of the evaluation are then discussed with the Board and respective committee.

The Nominating & Governance Committee annually reviews the format of the evaluation process. In recent years, the evaluation process has led to a broader scope of topics covered in Board meetings, as well as refinements to various Board processes and Board materials. The process has also informed decisions about Board composition, including criteria for director candidate skills and qualifications.

Board Refreshment

The Board and committee evaluation process has also informed Board and Committee composition, succession planning and refreshment, which has been particularly active in recent years. Since 2018, five of our eight currently serving independent director nominees have joined the Board (Mr. Bhutani, Mr. Bronstein, Ms. Brooke, Ms. Glaser and Mr. Rogers). In 2020, the Board elected a new Chairman and a new President and Chief Executive Officer. This refreshment demonstrates the Board’s focus on ensuring that the members of the Board bring the necessary attributes and areas of expertise to contribute to discussions around the Company’s long-term strategy and to oversee the risks that the Company is facing and as they evolve.