nyt-20250314

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

20250305-NYTCO-AnnualReport2024-ProxyCover-8-5x11-FRONT.jpg



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

Invitation to 2025 Annual Meeting of Stockholders


DATE:			Wednesday, April 30, 2025
TIME:			11:00 a.m. Eastern Time
PLACE:			Virtual meeting only at www.virtualshareholdermeeting.com/NYT2025

March 14, 2025

Dear Fellow Stockholder:

Please join me at our Annual Meeting, which will be held virtually on Wednesday, April 30, 2025, at 11:00 a.m. Eastern Time. At the meeting, you will be asked to vote on the matters set forth in the Notice of Annual Meeting of Stockholders, which follows.

You can join our Annual Meeting at www.virtualshareholdermeeting.com/NYT2025. Stockholders will be able to listen, submit questions and vote at the meeting. Information on how to participate in this year’s virtual meeting can be found beginning on page 8.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, I encourage you to vote your shares as soon as possible. You may vote your shares electronically, by phone or by mail. Instructions on each of these voting methods are outlined on page 6.

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 30, 2025, 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 30, 2025. The meeting will be conducted virtually through a live audio webcast at www.virtualshareholdermeeting.com/NYT2025.

Proposals

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, 2025;

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 4, 2025, are entitled to notice of, and to attend, the Annual Meeting as set forth in the Proxy Statement. Class A stockholders are entitled to vote for the election of four of the 13 director nominees. Class B stockholders are entitled to vote for the election of nine of the 13 director nominees and on the advisory resolution with respect to 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 2025 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/NYT2025 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. Eastern Time. Online check-in will begin at 10:45 a.m. Eastern Time, and you should allow ample time for the online check-in procedures. Technical support will be available beginning at 10:45 a.m. Eastern Time 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 14, 2025

By Order of the Board of Directors

MICHAEL A. BROWN

Vice President, Assistant General Counsel and Corporate 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

SEC Form DEF 14A filed by New York Times Company