Document

Holders of the Class A and Class B common stock as of the close of business on February 21, 2017, 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 resolutions to approve executive compensation and the frequency of future advisory votes 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 2017 fiscal year. Class B stockholders are entitled to vote on any other matters presented at the meeting.



Proposal		Board Recommendation	More Information
1. Election of Board of Directors of the Company		For	p. 15
Class A stockholders	Class B stockholders
Joichi Ito James A. Kohlberg Brian P. McAndrews Doreen A. Toben	Raul E. Cesan Robert E. Denham Hays N. Golden Michael Golden Steven B. Green Dara Khosrowshahi Arthur Sulzberger, Jr. Mark Thompson Rebecca Van Dyck
2. Advisory vote to approve executive compensation (Class B stockholders)		For	p. 62
3. Advisory vote on frequency of future advisory votes to approve executive compensation (Class B stockholders)		Annual	p. 63
4. Ratification of selection of Ernst & Young LLP as auditors for fiscal year ending December 31, 2017 (Class A and B stockholders)		For	p. 64



l	Annual election of all directors	l	Ethics policies for all directors and employees
l	Commitment to Board refreshment, with five new non-employee directors since 2012	l	Director/executive stock ownership requirements
l	Annual rotation of independent directors elected by Class A stockholders	l	Robust director nominee selection process
l	Independent Audit, Compensation and Nominating & Governance Committees	l	No hedging/pledging of Company stock
l	Active lead independent director as Presiding Director	l	Clawback policy
l	Annual Board and Committee self-evaluation process	l	Comprehensive director orientation
l	Regular executive sessions of non-employee directors and independent directors



Pay for Performance
l	Significant portion of named executive officers’ target compensation is performance-based – Approximately 80% for CEO – Approximately 70% 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 shareholder 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 applicable to executive officers in the event of financial statement restatement
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 employment agreements with named executive officers
û	No significant perks for executive officers	û	No individual change in control agreements
û	No hedging/pledging of Company stock

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.

In 1997, the grantors executed an indenture (the “Trust Indenture”) creating a trust (the “1997 Trust”) for the benefit of each of the grantors and his or her family. The grantors transferred to the 1997 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 1997 Trust currently holds 738,810 shares of Class B stock and 1,400,000 shares of Class A stock. The primary objective of the 1997 Trust is to maintain the editorial independence and the integrity of The New York Times and to continue it as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare (“the primary objective of the 1997 Trust”).

The 1997 Trust will continue in existence until the expiration of 21 years after the death of the last remaining survivor of all descendants of Mrs. Sulzberger living on December 14, 2000. 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 1997 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 within the family 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 1997 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 1997 Trust can be achieved better 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 1997 Trust, it must be distributed 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 1997 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 1997 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 terms of the 1997 Trust provide for eight Trustees. The Trustees act by the affirmative vote of six of the eight Trustees. Generally, a Trustee may be removed by the agreement of six of the remaining seven Trustees. In general, four of the trustees will be appointed by all eight trustees; the remaining four trustees will be elected by the beneficiaries of the 1997 Trust.



	Shares (%)
Name and Address	Class A Stock	Percent of Class A Stock		Class B Stock	Percent of Class B Stock
1997 Trust^1,2 620 Eighth Avenue New York, NY 10018	6,439,007	4.0	%	738,810	90.9	%
Theresa Dryfoos^1,2,3 620 Eighth Avenue New York, NY 10018	6,439,007	4.0	%	738,810	90.9	%
Gertrude A.L. Golden^1,2,4 620 Eighth Avenue New York, NY 10018	6,548,477	4.1	%	739,928	91.0	%
Hays N. Golden^1,2,5 620 Eighth Avenue New York, NY 10018	6,505,680	4.0	%	738,810	90.9	%
Michael Golden^1,2,6 620 Eighth Avenue New York, NY 10018	6,893,542	4.3	%	739,930	91.0	%
Steven B. Green^1,2,7 620 Eighth Avenue New York, NY 10018	6,494,692	4.0	%	738,810	90.9	%
Carolyn D. Greenspon^1,2,8 620 Eighth Avenue New York, NY 10018	6,458,562	4.0	%	739,170	90.9	%
Joseph Perpich^1,2,9 620 Eighth Avenue New York, NY 10018	6,592,555	4.1	%	740,663	91.1	%
Arthur Sulzberger, Jr.^1,2,10 620 Eighth Avenue New York, NY 10018	7,590,963	4.7	%	740,662	91.1	%
Carlos Slim Helú¹¹ Paseo de las Palmas 736 Colonia Lomas de Chapultepec 11000 México, D.F., México	27,803,000	17.3	%
BlackRock, Inc.¹² 55 East 52nd Street New York, NY 10055	12,173,083	7.6	%
Fairpointe Capital LLC¹³ One North Franklin Street, Suite 3300 Chicago, IL 60606	11,908,736	7.4	%
The Vanguard Group¹⁴ 100 Vanguard Boulevard Malvern, PA 19355	10,047,956	6.3	%
JHL Capital Group LLC¹⁵ 900 N. Michigan Avenue, Suite 1700 Chicago, IL 60611	9,300,000	5.8	%

virtue of their being co-trustees of the 1997 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 8,450,429 shares of Class A stock, representing approximately 5.2% of the outstanding shares of Class A stock. This amount includes those shares directly or indirectly held by the 1997 Trust, as well as (i) 963,628 shares of Class A stock directly or indirectly held by individual Trustees, including attributed amounts based on holdings in the Company Stock Fund of the Company 401(k) Plan (as of the last plan statement); (ii) 6,303 shares of Class A stock issuable upon the conversion of 6,303 shares of Class B stock held directly or indirectly by individual Trustees; and (iii) 1,041,491 shares of Class A stock that could be acquired within 60 days upon the exercise of options granted under the Company’s 1991 Executive Stock Incentive Plan (the “1991 Incentive Plan”), its 2010 Incentive Compensation Plan (the “2010 Incentive Plan”) or its 2004 Non-Employee Directors’ Stock Incentive Plan (the “Directors’ Incentive Plan”). In addition, the Company has been informed by representatives of the Ochs-Sulzberger family that the aggregate holdings of the 1997 Trust and the descendants of Mrs. Sulzberger represent approximately 11% of the Company’s total outstanding equity (i.e., Class A stock and Class B stock of the Company).

(b) above. The amounts reported do not include 8,157 unvested restricted stock units for Class A stock that will vest on the date of the 2017 Annual Meeting. The holdings of Class A stock reported for Mr. Green exclude (i) 200,000 shares of Class A stock and 1,852 shares of Class B stock held by Mr. Green’s wife and (ii) 984 shares of Class A stock held in each of two trusts for the benefit of his children, of which his wife is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (i) and (ii) above. In addition to these holdings, 19,721 cash-settled phantom Class A stock units have been credited to Mr. Green’s account under the Company’s Non-Employee Directors Deferral Plan (“Directors’ Deferral Plan”).

According to the filing, Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”) are beneficiaries of a trust that in turn owns all of the outstanding voting securities of Inversora Carso and a majority of the outstanding voting equity securities of GFI. As a result, the Slim Family may be deemed to beneficially own indirectly 27,803,000 shares of Class A stock, consisting of: (a) the 19,853,000 shares of Class A stock beneficially owned by Inversora Carso and (b) the 7,950,000 shares of Class A stock owned by GFI. In addition, according to filings with the SEC, to the best of the holder’s knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

The following table shows the beneficial ownership, reported to the Company as of February 15, 2017, 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 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 and nominee named in this Proxy Statement, the chief executive officer, the chief financial officer, the three other most highly compensated executive officers of the Company during 2016, and all directors and executive officers of the Company as a group. A portion of the shares reported below are held by the 1997 Trust, whose Trustees share voting and, in some cases, investment power with respect thereto. See “General Information—The 1997 Trust.” The table also shows, under “Class A Stock Units and SARs,” in the case of non-employee directors, cash-settled phantom stock units credited under the Directors’ Deferral Plan and, in the case of Mr. Sulzberger, Jr., stock appreciation rights (“SARs”) awarded under the 1991 Incentive Plan.



	Class A Stock	Percent of Class A Stock		Class A Stock Units and SARs	Class B Stock	Percent of Class B Stock
Raul E. Cesan¹ Director	65,685	*		85,844	—
Robert E. Denham¹ Director	36,685	*		36,220	—
James M. Follo² Executive Vice President and Chief Financial Officer	307,932	*		—	—
Hays N. Golden^3,4 Nominee for Director	6,505,680	4.0	%	—	738,810	90.9	%
Michael Golden^3,4 Vice Chairman of the Board and Director	6,893,542	4.3	%	—	739,930	91.0	%
Steven B. Green^3,4 Director	6,494,692	4.0	%	19,721	738,810	90.9	%
Carolyn D. Greenspon^3,4 Director	6,458,562	4.0	%	26,760	739,170	90.9	%
Joichi Ito¹ Director	8,905	*		15,959	—
Dara Khosrowshahi¹ Director	5,685	*		—	—
James A. Kohlberg^1,5 Director	27,055	*		36,220	—
Meredith Kopit Levien Executive Vice President and Chief Revenue Officer	—	*		—	—
Ellen R. Marram¹ Director	29,685	*		53,993	—
Brian P. McAndrews¹ Director	8,845	*		15,959	—
Arthur Sulzberger, Jr.^3,4 Chairman of the Board, Publisher, The New York Times, and Director	7,590,963	4.7	%	100,000	740,662	91.1	%
Mark Thompson² President and Chief Executive Officer	638,362	*		—	—
Doreen A. Toben¹ Director	18,185	*		78,255	—
Rebecca Van Dyck¹ Director	5,685	*		—	—
All Directors and Executive Officers³ (18 Individuals)	9,360,063	5.7	%	468,931	742,142	91.3	%
*Indicates beneficial ownership of less than 1%.				Footnotes continue on following page.

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 21 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.



Name	Age	Position with The New York Times Company	Director Since
Class A Nominees (4)
Joichi Ito	50	Director	2012
James A. Kohlberg	59	Director	2008
Brian P. McAndrews	58	Director	2012
Doreen A. Toben	67	Director	2004
Class B Nominees (9)
Raul E. Cesan	69	Director	1999
Robert E. Denham	71	Director	2008
Hays N. Golden	32	Nominee for Director	—
Michael Golden	67	Director, Vice Chairman of the Board of Directors	1997
Steven B. Green	52	Director	2012
Dara Khosrowshahi	47	Director	2015
Arthur Sulzberger, Jr.	65	Chairman and Publisher, The New York Times	1997
Mark Thompson	59	President, Chief Executive Officer and Director	2012
Rebecca Van Dyck	47	Director	2015

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 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.

Joichi Ito has served as a member of our Board of Directors since 2012. Mr. Ito is director of the Media Lab at the Massachusetts Institute of Technology, a laboratory devoted to research projects at the convergence of design, multimedia and technology (since 2011) and professor of the Practice of Media Arts and Sciences at MIT (since 2016). Mr. Ito has been general partner of Neoteny Labs, an early-stage investment fund focusing on Asia and the Middle East, since 2009, and general partner of Neoteny 3, LP, a venture capital fund, since 2015. Mr. Ito was chairman from 2010 to 2012, and chief executive officer from 2008 to 2011, of Creative Commons. From 2004 to 2006, he was general manager, Global Operations, of Technorati, Inc. and from 1996 to 2003, he was chairman of Infoseek Japan. He was co-founder, 1994, and chief executive officer, from 1995 to 1999, of Digital Garage, Inc. From 1995 to 1996, he was founder and chief executive officer of PSINet Japan. Mr. Ito has been a director of Digital Garage, Inc. since 2006 and Sony Corporation since 2013. He has been a director of PureTech Health since 2014 and chairman since 2015. He was a director of Tucows Inc. from 2008 to 2016.

Brian P. McAndrews has served as a member of our Board of Directors since 2012. Mr. McAndrews was president, chief executive officer and chairman of Pandora Media, Inc. from 2013 to March 2016. From 2012 to 2013, he was 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 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 GrubHub, Inc. since 2011 and chairman since 2014. Mr. McAndrews was a director of Clearwire Corporation from 2009 to 2013 and Fisher Communications, Inc. from 2006 to 2013.

Doreen A. 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 has been a director of ARRIS Group, Inc. since 2013 and Kate Spade & Company (formerly Fifth & Pacific Companies, Inc.) since 2009. Ms. Toben was a director of Virgin Media Inc. from 2010 to 2013.

Raul E. Cesan has served as a member of our Board of Directors since 1999. Mr. Cesan is founder and managing partner of Commercial Worldwide LLC, an investment firm (since 2001). From 1998 to 2001, he was president and chief operating officer of Schering-Plough Corporation. He was executive vice president of Schering-Plough Corporation and president of Schering-Plough Pharmaceuticals from 1994 to 1998. From 1992 to 1994, he was president of Schering Laboratories, U.S. Pharmaceutical Operations, and from 1988 to 1992, he was president of Schering-Plough International. Mr. Cesan has been a director of Gartner, Inc. since 2012.

Robert E. Denham has served as a member of our Board of Directors since 2008 and as our presiding director since 2013. Mr. Denham is a partner of Munger, Tolles & Olson LLP (since 1998). From 1992 to 1998, he was chairman and chief executive officer of Salomon Inc, and from 1991 to 1992, he was general counsel of Salomon Inc and Salomon Brothers. From 1985 to 1991, he was managing partner, and from 1973 to 1991, he was partner, of Munger, Tolles & Olson LLP. Mr. Denham has been a director of Oaktree Capital Group LLC since 2007, Chevron Corporation since 2004 and Fomento Económico Mexicano, S.A. de C.V. since 2001. Mr. Denham was a director of UGL Limited from 2012 to 2013 and of Wesco Financial Corporation from 2000 to 2011.

Mr. Denham’s legal practice emphasizes advising clients on strategic and financial issues and providing disclosure and corporate law advice to public and private corporations and boards of directors. In addition, as chairman and chief executive officer of Salomon Inc, Mr. Denham successfully guided that investment banking firm as it was rebuilding. Mr. Denham also has extensive experience serving on the boards (and various board committees) of other large public companies and brings significant financial expertise to the Company, the Board and the Finance Committee. Mr. Denham has also held numerous leadership positions with associations and councils focusing on corporate governance, executive compensation, accounting, professional ethics and business, including serving as chairman of the Financial Accounting Foundation from 2004 to 2009.

Michael Golden has served as vice chairman of our Board since 1997. He served as our vice chairman in a management role from 1997 to 2016. From 2009 to 2012, he was president and chief operating officer of the Regional Media Group of the Company, and from 2003 to 2008, he was publisher of the International Herald Tribune. From 1997 to 2004, he was senior vice president, and from 1996 to 1997, he was vice president, Operations Development, of the Company. He was executive vice president and publisher of Tennis Magazine from 1994 to 1996 and executive vice president and general manager of NYT Women’s Magazines from 1991 to 1994.

Dara Khosrowshahi has served as a member of our Board of Directors since 2015. Mr. Khosrowshahi is president and chief executive officer of Expedia, Inc. and president of Expedia Worldwide (since 2005). From 1998 to 2005, he held various positions at IAC/InterActive Corp, including president and chief executive officer of IAC Travel, in 2005, and executive vice president and chief financial officer from 2002 to 2005. From 1991 to 1998, he held various positions at Allen & Company LLC. Mr. Khosrowshahi has been a director of Expedia, Inc. since 2005. He was a director of eLong, Inc. (a majority-owned subsidiary of Expedia, Inc.) from 2011 to 2015 and TripAdvisor, Inc. from 2011 to 2013.

Mr. Sulzberger, Jr. is a fourth-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 roles as chairman and publisher of The New York Times. He has served in a variety of critical positions since joining the Company in 1978. As a long-time employee of the Company, including over 20 years as publisher of The New York Times and over 15 years as chairman, Mr. Sulzberger, Jr. has extensive knowledge of our Company and our businesses and provides a unique insight and perspective to the Board about the Company’s business strategy and industry opportunities and challenges. In addition, his life-long affiliation with the Company provides the Board with an important historical perspective and a focus on the long-term interests of the Company.

Rebecca Van Dyck has served as a member of our Board of Directors since 2015. Ms. Van Dyck was vice president, Consumer and Brand Marketing, of Facebook, Inc. from 2012 to February 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 global account director for Nike International, from 2002 to 2006. From 1992 to 1994, she held various positions at TBWA Worldwide Inc.

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 2016, these included the running of advertising in Company properties for the products and services of Sony Corporation, Chevron Corporation and Ford Motor Company, as well as other director-affiliated companies; the purchase of business travel services from Expedia; and the purchase from and sale to Facebook of various services, including consumer marketing services. All of these arrangements were conducted on an arm’s-length basis on customary terms, and the relevant non-employee director does not participate in these business relationships or profit from them.

James Dryfoos was employed as senior director, revenue programs, and executive director, program management. Mr. Dryfoos was paid $256,896 and received time-vested restricted stock units with a grant date fair value of $5,803. Michael Greenspon, who was employed as general manager, news services and international, and general manager, new services and print innovation, was paid $512,137 and received time-vested restricted stock units with a grant date fair value of $30,561. Rachel G. Kirscht was employed as senior marketing manager, mobile, and was paid $136,261. David Perpich, who was employed as senior vice president, product, was paid $506,963 and received time-vested restricted stock units with a grant date fair value of $30,561.

Board Leadership Structure. The Company has separated the positions of Chairman of the Board of Directors and Chief Executive Officer. Given the demanding nature of these positions, and taking into account that our Chairman, Mr. Sulzberger, Jr., is also the Publisher of The New York Times, the Board believes this leadership structure is appropriate. Since our Chairman is an executive officer of the Company, the Board believes it is appropriate 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. Denham currently serves as our Presiding Director. The Presiding Director is selected annually by the Board from the independent directors upon the recommendation of the Nominating & Governance Committee. See “—Presiding Director” on page 23.

Director Nominee Rotation. 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 include 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.

Directors as Stockholders. To encourage alignment of the interests of our directors and stockholders, all directors are expected to own stock in the Company equal in value to at least four times the annual Board cash retainer as set from time to time by the Board. Each director is expected to accumulate this stock over an approximately five-year period. Stock units held by a director under any director compensation arrangement are included in calculating the value of ownership to determine whether this minimum ownership has been accumulated. No director currently fails to comply with this stock ownership policy.

Director Orientation. 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-on-one meetings with senior management and top New York Times editors, and extensive written materials. The senior management meetings cover a corporate overview, the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs and its business conduct policies. Each current non-employee director has completed the orientation program.

“Controlled Company” Exception to NYSE Rules. The Company’s Board of Directors has determined not to take advantage of an available exception to certain NYSE rules. A company of which more than 50% of the voting power for the election of directors is held by a single entity (a “controlled company”) need not comply with the requirements for a majority of independent directors or for independent compensation and nominating/corporate governance committees. Because of the 1997 Trust’s holdings of Class B stock, the Company would qualify as a controlled company and could elect not to comply with these independence requirements.

In conducting its annual director independence determination, the Board considers all of the relevant facts and circumstances, including certain transactions, relationships and arrangements with other corporations whose officers or directors are also directors of the Company. In 2016, these included the running of advertising in Company properties for the products and services of Sony Corporation, Chevron Corporation and Ford Motor Company, as well as other director-affiliated companies, the purchase of business travel services from Expedia; and the purchase from and sale to Facebook of various services, including consumer marketing services. All of these arrangements were conducted on an arm’s-length basis and in each case resulted in payments within the permitted amounts described above. See “Interests of Related Persons in Certain Transactions of the Company—Interests of Directors in Certain Transactions of the Company.”

Based on the foregoing, the Board affirmatively determined that each of Messrs. Cesan, Denham, Ito, Khosrowshahi and Kohlberg, Ms. Marram, Mr. McAndrews and Mss. Toben and Van Dyck, has no direct or indirect material relationships with the Company, and each is independent pursuant to applicable NYSE rules. Of the remaining directors and nominee, Messrs. Sulzberger, Jr. and Thompson are executive officers of the Company; Mr. Golden was an executive officer of the Company until December 31, 2016 (and is a cousin of Mr. Sulzberger, Jr.); Mr. Green’s wife is Mr. Sulzberger, Jr.’s sister; Ms. Greenspon is the daughter of a cousin of Mr. Sulzberger, Jr.; and Dr. Golden’s father is a cousin of Mr. Sulzberger, Jr. Due to their family relation to Mr. Sulzberger, Jr. (and in the case of Mr. Golden, his recent employment as an executive officer), Mr. Golden, Mr. Green and Ms. Greenspon are not and Dr. Golden, if elected, will not be, considered independent.

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. Mr. Golden, Mr. Green and Ms. Greenspon are non-employee directors who, due to their family relation to Mr. Sulzberger, Jr. (and in the case of Mr. Golden, his recent employment as an executive officer of the Company), are not considered independent. Dr. Golden, if elected, would similarly not be considered independent. All executive sessions of non-employee and independent directors are led by our Presiding Director.

Executive Stock Ownership Guidelines. Those executive officers named in the “Summary Compensation Table” are subject to minimum stock ownership guidelines. The Chairman and Chief Executive Officer are required to own shares of Class A stock equal in value to five times their base salary. All other named executive officers are required to own shares of Class A stock equal in value to two times their base salary. Ownership calculations include restricted stock units, shares of Class A stock equivalents attributed to an executive officer based on his or her holdings in the Company Stock Fund of the Company 401(k) Plan, and vested “in-the-money” options (50% of the in-the-money value of such options is used for this calculation). Potential share payments under long-term performance awards and unvested stock options are not included. An executive officer’s stock holdings are valued at the greater of the fair market value or the officer’s tax basis in the shares (or in the case of restricted stock units, the grant date fair market value). Each executive officer has five years from becoming subject to the guidelines to attain the full holding requirements, with interim annual milestones. If at any time an executive officer does not meet the ownership requirements, he or she is expected to abide by transfer restrictions on Company stock. The Compensation Committee, and the Company’s General Counsel as its delegate, has the authority to determine matters that might arise under the terms of the guidelines, including the discretion to waive the ownership guidelines and/or interim milestones upon a showing of good reason.

Independent Compensation Consultant. The Compensation Committee has directly engaged an independent compensation consultant, Exequity LLP (“Exequity”). In preparation for the Committee’s decision-making regarding 2016 compensation levels, Exequity reported on its review of target total compensation for executive officers in relation to the average of the norms across the media industry peer group and general industry, size-adjusted where possible. More generally, an Exequity representative regularly attended Compensation Committee meetings and provided general advice on executive and director compensation trends and programs. During the Company’s 2016 fiscal year, Exequity did not provide any services to the Company other than those relating to its role as compensation adviser to the Committee (which, for 2016, also included advising the Nominating

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. Specifically, an employee’s decision to retain any business in which he or she has an interest to provide goods or services to the Company must be approved by the employee’s supervisor, and an employee’s direct or indirect financial interest in a business enterprise that does business with the Company must be approved by or on behalf of the president/chief executive officer of that employee’s operating unit. There are exceptions for small holdings in public companies.



Name of Committee and Members	Principal Functions of the Committee		Meetings in 2016
Name of Committee and Members	Principal Functions of the Committee		Meetings in 2016
Audit Doreen A. Toben, Chair Raul E. Cesan Joichi Ito Dara Khosrowshahi	●	Engages the Company’s independent auditors, subject to ratification by the stockholders, and receives periodic reports from the auditors and management regarding the auditors’ independence and other matters. Recommends appropriate action to ensure the auditors’ independence.	6
	●	Reviews with management and the independent auditors the Company’s quarterly and annual financial statements and other financial disclosures, the adequacy of internal controls and disclosure controls and procedures and major issues regarding accounting principles and practices, including any changes resulting from amendments to the rules of any authoritative body affecting the Company’s financial disclosure.
	●	Meets regularly with the Company’s senior internal audit executive, representatives of management and the independent auditors in separate executive sessions.
	●	Reviews and approves the scope of the audit at the outset and reviews the performance of the independent auditors and any audit problems or difficulties encountered.
	●	Reviews the Company’s risk assessment and risk management policies.
	●	Reviews the scope of the annual audit plan of the Company’s internal audit department, its progress and results. Reviews the responsibility, organization, resources, competence and performance of the Company’s internal audit department.
	●	Prepares the report to stockholders included in the annual Proxy Statement.
Compensation Raul E. Cesan, Chair Ellen R. Marram Doreen A. Toben	●	In consultation with all non-employee directors, evaluates the performance of the Chairman and the Chief Executive Officer and, together with the other independent directors, approves their compensation arrangements.	5
	●	Approves compensation arrangements for the Company’s other executive officers, including base salaries, salary increases, participation in incentive compensation plans and equity awards.
	●	Reviews and approves and, when appropriate, recommends to the Board for approval, incentive compensation plans for all executive officers and broad-based equity-based plans, subject to stockholder approval if required.
	●	Advises the Board on the reasonableness and appropriateness of executive compensation plans and levels generally, including whether these effectively serve the interests of the Company and its stockholders by creating appropriate incentives for high levels of individual and Company performance.
	●	Has such responsibilities for administration of the Company’s employee benefit plans as may be delegated by the Board from time to time, and carries out such responsibilities in part by establishing and delegating responsibilities and authority to an ERISA Management Committee.
	●	Has sole authority to engage an executive compensation consultant.



Name of Committee and Members	Principal Functions of the Committee		Meetings in 2016
Name of Committee and Members	Principal Functions of the Committee		Meetings in 2016
Compensation (continued)	●	Reviews and approves the Compensation Discussion and Analysis, considers the results of the most recent stockholder advisory vote on executive compensation and prepares the report to stockholders included in the annual Proxy Statement.
Finance Robert E. Denham, Chair Steven B. Green Carolyn D. Greenspon James A. Kohlberg Ellen R. Marram Rebecca Van Dyck	●	Reviews, and makes recommendations to the Board regarding, the Company’s material financial policies, practices and matters, including, without limitation, its dividend policy, investment of cash, stock repurchases and issuances, short- and long-term financings, foreign currency, hedging and derivative transactions, material acquisitions and dispositions, capital expenditures and long-term commitments.	6
	●	Has such responsibilities for the management and investment of the Company’s employee benefit plan assets as may be delegated to it by the Board from time to time, and carries out such responsibilities in part by establishing and delegating responsibilities and authority to a Pension Investment Committee.
Nominating & Governance Ellen R. Marram, Chair Robert E. Denham James A. Kohlberg Brian P. McAndrews	●	Recommends director nominees for election to the Board.	5
	●	Makes recommendations to the Board regarding the structure and composition of the Board Committees, including size and qualifications for membership, director independence, and the designation of a presiding director.
	●	Advises the Board on appropriate compensation for non-employee directors. Assesses periodically the Company’s director stock ownership guidelines and the directors’ ownership relative to such guidelines, and makes recommendations as appropriate.
	●	Advises the Board on corporate governance matters.
	●	Reviews and approves or ratifies transactions with related persons if required in accordance with the Company’s policy.
	●	Oversees annual evaluation of the Board.
	●	Has sole authority to engage a search firm to identify director candidates.
Technology & Innovation Brian P. McAndrews, Chair Joichi Ito Dara Khosrowshahi Rebecca Van Dyck	●	Reviews with management the Company’s overall technology and innovation strategy, including objectives, strategic initiatives, investments and research and development activities, and, as and when appropriate, makes recommendations to the Board.	4
	●	Reviews with management, as appropriate, major technology risks and opportunities for the Company, and emerging issues and trends in the broader marketplace.
	●	Periodically monitors and evaluates the performance of the Company’s initiatives in support of its technology and innovation strategy.
	●	Consults with the Finance Committee in connection with its review of material acquisitions, dispositions, capital expenditures and long-term commitments, to the extent such actions relate to the Company’s technology and innovation strategy.

The Committee operates under a written charter adopted by the Board of Directors. The principal functions of the Committee include making recommendations to the Board regarding the composition of the Board and its Committees, including size and qualifications for membership, and the designation of a presiding director; recommending nominees to the Board for election; advising the Board on corporate governance matters; and overseeing the evaluation of the Board. The chart under “Board Committees” on pages 26-27 describes the principal functions of the Committee under its charter. A printable version of the charter is available on our website, as described on page 6.

Hays Golden is standing for election by the Class B stockholders for the first time at the 2017 Annual Meeting. As discussed elsewhere in this Proxy Statement, the 1997 Trust, as holder of a majority of our Class B stock, has the right to elect 70% of our Board. The Committee considers, among other potential nominees, recommendations of the trustees of the 1997 Trust for nominees to be elected by the holders of the Class B stock. Dr. Golden was brought to the attention of the Committee by the Trustees of the 1997 Trust. He is himself one of the Trustees and a fifth-generation member of the Ochs-Sulzberger family.

Together with the other non-employee members of the Board, the Committee evaluates the performance of the Chairman and the Chief Executive Officer and, together with the other independent directors, approves their compensation. Until Michael Golden’s retirement as an executive officer on December 31, 2016, the Committee also evaluated his performance as Vice Chairman and, together with the other independent directors, approved his compensation. In addition, the Committee approves all compensation for our other executive officers and discusses with management in general terms the compensation of non-executive employees.

The Committee has delegated the authority to make equity grants in limited circumstances, such as to newly hired or recently promoted employees, to a three-member management committee authorized to grant a limited number of options and other equity awards under specified parameters. To ensure compliance with its longstanding procedures, the Committee has adopted a grant policy that provides, among other things, that options are granted with an exercise price set at the grant date fair market value. Awards made other than pursuant to the annual equity grant—for example, to newly hired or recently promoted employees—typically take place shortly after issuance of our quarterly earnings releases, and grants to new employees occur only after employment has commenced.

Under its charter, the Committee has sole authority to retain and terminate a consulting firm to assist in its evaluation of executive compensation. In accordance with this authority, in preparation for its decision-making regarding 2016 compensation, the Committee directly engaged an independent compensation consultant, Exequity. Exequity reported on its review of target total compensation for executive officers in relation to the average of the norms across the media industry peer group and general industry, size-adjusted where possible. Exequity also provided general advice on executive and director compensation trends and programs. In the course of advising the Committee, Exequity occasionally is asked to provide guidance and support to management in connection with matters that are reviewed by the Committee. These matters may pertain to, among other things, competitive analysis, program design recommendations, technical support and cost modeling.

Management has the primary responsibility for the financial statements and the financial reporting process, including the system of internal control over financial reporting. Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm, is responsible for performing an independent integrated audit of (i) the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and (ii) the Company’s internal control over financial reporting, and for issuing its reports thereon.

The Committee is responsible for the appointment, compensation and oversight of Ernst & Young. As part of its oversight function, the Committee has adopted certain policies to ensure that Ernst & Young’s provision of services does not impair the firm’s independence. Each year, the Committee considers whether to reappoint Ernst & Young, subject to stockholder ratification, to serve as the Company’s independent registered public accounting firm. As part of this process, the Committee considers, among other things, the continued independence of Ernst & Young, the depth of the firm’s and audit team’s experience, and the quality and efficiency of the services provided by Ernst & Young.

During 2016, the Committee met six times and held separate discussions with management, the Company’s internal auditors and Ernst & Young. The Committee’s Chair, as the representative of the Committee, discussed the Company’s interim financial information contained in each quarterly earnings announcement with the Company’s Chief Financial Officer and/or Controller and Ernst & Young prior to public release. Other members of the Committee also generally participated in this discussion. The full Committee reviewed the Company’s quarterly financial statements with management and Ernst & Young. In addition, the Committee reviewed and discussed the Company’s compliance with the requirements of the Sarbanes-Oxley Act with respect to internal control over financial reporting.

Management has represented to the Committee that the Company’s 2016 annual consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Committee reviewed and discussed with management, the Company’s internal auditors and Ernst & Young the Company’s 2016 annual consolidated financial statements and Ernst & Young’s audit report thereon, and Ernst & Young’s audit report on the effectiveness of the Company’s internal control over financial reporting. In addition, the Committee reviewed and discussed with management the annual report of management on the Company’s internal control over financial reporting.

Each year, management reports to the Nominating & Governance Committee on non-employee director compensation and makes recommendations with respect to the amount and form of compensation for non-employee directors. The Nominating & Governance Committee is authorized to engage advisors in connection with its review of director compensation. In 2016, it received a report from Exequity, the Compensation Committee’s independent compensation consultant, analyzing prevailing trends in director compensation. The report included a benchmark of our director compensation against the Company’s media peer group for executive compensation practices, as well as the twenty general industry companies within the S&P 1500 closest to the Company in revenues (excluding companies operating in the financial sector). Based on its review of the report and discussions with Exequity, the Nominating & Governance Committee recommended, and the Board approved, effective May 4, 2016, an increase in the value of the annual award of restricted stock units to non-employee directors from $75,000 to $100,000.



Name (a)	Fees Earned or Paid in Cash ($)¹ (b)	Stock Awards($)^2,3 (c)	Option Awards ($)⁴ (d)	Total ($) (h)
Raul E. Cesan	90,000	100,000	—	190,000
Robert E. Denham	96,000	100,000	—	196,000
Steven B. Green	60,000	100,000	—	160,000
Carolyn D. Greenspon	60,000	100,000	—	160,000
Joichi Ito	76,000	100,000	—	176,000
Dara Khosrowshahi	76,000	100,000	—	176,000
James A. Kohlberg	66,000	100,000	—	166,000
Ellen R. Marram	91,000	100,000	—	191,000
Brian P. McAndrews	72,000	100,000	—	172,000
Doreen A. Toben	90,000	100,000	—	190,000
Rebecca Van Dyck	66,000	100,000	—	166,000

The Compensation Committee, which consists solely of independent directors, is primarily responsible for overseeing compensation for our executive officers, including the named executive officers. Each year, the Committee approves the compensation for the Company’s executive officers other than the Chairman and the Chief Executive Officer and, until Mr. Golden’s retirement on December 31, 2016, the Vice Chairman. For the Chairman, Chief Executive Officer and Vice Chairman, the final compensation decisions are made by the independent members of our Board of Directors, in consultation with the other non-employee directors.

The Committee generally reviews employee compensation matters with management. Our human resources, legal, controller and treasury departments support the Committee in its work and help administer our compensation programs. The members of the Committee also familiarize themselves with compensation trends and competitive conditions through periodic consultations with compensation experts, including Exequity, and the review of market data and other information about relevant market practices. In addition, the Committee has directed management to meet with representatives of significant stockholders to solicit their feedback on executive compensation matters.



Pay Component	Structure and Intended Purpose
Fixed
Salary	Fixed cash component designed to compensate individual for responsibility level of position held.
Variable or “at risk”
Annual incentive compensation, consisting of performance-based cash awards	Performance-based awards payable in cash designed to motivate and reward an individual’s contributions to the achievement of short-term objectives by linking compensation to the achievement of the Company’s budgeted adjusted operating profit objective for the year, as well as individual operational and strategic goals. Target payout is set as a percentage of salary, with higher percentages for individuals with greater responsibility. See “—Executive Compensation—Annual Incentive Compensation.”
Long-term incentive compensation, consisting of performance-based cash and stock awards	Performance-based awards payable in cash and shares of Class A stock designed to reinforce the relationship between pay and performance by linking compensation to the achievement of three-year performance goals based on adjusted operating profit and relative total stockholder return. Target payouts are set at specific amounts of cash and shares, with higher targets for individuals with greater responsibility.
Other benefits
	●	Employee benefit plans available to substantially all employees, including medical, life insurance and disability plans, and a Company 401(k) Plan that provides a match on employee contributions and discretionary profit sharing contributions.
	●	Certain executives are participants in two unfunded non-qualified defined contribution plans, one of which was frozen as of December 31, 2013, and in an unfunded non-qualified defined benefit plan that was frozen as of December 31, 2009.

A substantial portion of each named executive officer’s compensation depends on the achievement of specific incentive targets that are directly linked to short- or long-term performance objectives. Performance is measured against the Company’s annual operating budget and the Company’s long-term projection (with respect to the applicable three years), which are developed and submitted to the Board by management annually and are based on an assessment of the state of the business and the industry and expectations regarding annual and long-term performance. The annual budgets and long-term projections set financial performance objectives that management believes are aggressive but achievable based on the underlying strategic and operating assumptions regarding revenue and cost control initiatives. Historically, the Committee has set a target performance level for a 100% payout at the same level as the relevant objective. While future results cannot be predicted, the Committee believes that these performance targets are set at levels such that achievement of the target levels would reflect a strong performance on the part of the executive officers and that payment of the maximum amounts would occur only upon the achievement of results substantially in excess of internal and market expectations at the time the targets are set.

Our 2016 budget, and as a result, the performance targets, took into account, among other factors, a projected challenging print advertising environment and the investment in various initiatives. The performance level for a 100% payout of the financial component was set at the operating budget objective, with potential payouts ranging from zero to 200% of target based upon a predetermined performance scale. The Company’s actual 2016 adjusted operating profit resulted in a payout of 85% for the portion of the annual incentive awards based on financial performance. The following table sets out the 2016 adjusted operating profit target and achievement level.

The Committee believes that adjusted operating profit is a strong reflection of the Company’s underlying operating performance. The selection of this financial measure for the three-year performance cycle is intended to focus management on normalized operating profit, which allows the Company to both make critical investments in its long-term growth strategy and service debt. This metric is a useful measure of performance for compensation purposes because it facilitates comparisons of historical operating performance on a consistent basis and is often used by investors, analysts and others. See “—Tax Matters” for a description of certain provisions applicable to the adjusted operating profit component of long-term incentive compensation implemented by the Committee to ensure tax deductibility of executive compensation.

appropriate balance to the internally focused adjusted operating profit metric. In initially selecting a performance peer group for the Company’s Relative TSR metric, the Committee considered several criteria, including the importance of measurement against companies that compete with the Company, the size and number of companies within the benchmarking group, the reputation and credibility of companies in the group, and the relevance of those companies to the Company’s business. The Committee concluded that the use of the Standard & Poor’s 500 Stock Index satisfies key criteria: the index itself is highly reputable, including the largest U.S. companies by market capitalization; information about index performance is widely available; it includes competitor companies; and the number of companies is large enough as to minimize the possibility that relative performance would be distorted by consolidation or unusual performance by a small number of companies.

The following table shows the target and maximum potential awards of cash and shares of Class A stock for the 2016-2018 performance cycle for each of the named executive officers. The target share amounts were calculated by dividing the target dollar value by a fair value estimated using a value derived from a Monte Carlo simulation model.



		Target			Maximum
Name	Metric	Shares (#)	Cash Value ($)	Total Target ($) Value	Shares (#)	Cash Value ($)	Total Target ($) Value
Arthur Sulzberger, Jr.	Adjusted Operating Profit (Cash)		900,000	900,000		1,800,000	1,800,000
Arthur Sulzberger, Jr.	Adjusted Operating Profit (Shares)	61,308		900,000	122,616		1,800,000
	Relative TSR Shares	81,744		1,200,000	163,488		2,400,000
	Total $ Value			3,000,000			6,000,000
Mark Thompson	Adjusted Operating Profit (Cash)		900,000	900,000		1,800,000	1,800,000
Mark Thompson	Adjusted Operating Profit (Shares)	61,308		900,000	122,616		1,800,000
	Relative TSR Shares	81,744		1,200,000	163,488		2,400,000
	Total $ Value			3,000,000			6,000,000
Michael Golden	Adjusted Operating Profit (Cash)		237,000	237,000		474,000	474,000
Michael Golden	Adjusted Operating Profit (Shares)	16,144		237,000	32,288		474,000
	Relative TSR Shares	21,526		316,000	43,052		632,000
	Total $ Value			790,000			1,580,000
James M. Follo	Adjusted Operating Profit (Cash)		237,000	237,000		474,000	474,000
	Adjusted Operating Profit (Shares)	16,144		237,000	32,288		474,000
	Relative TSR Shares	21,526		316,000	43,052		632,000
	Total $ Value			790,000			1,580,000
Meredith Kopit Levien	Adjusted Operating Profit (Cash)		237,000	237,000		474,000	474,000
Meredith Kopit Levien	Adjusted Operating Profit (Shares)	16,144		237,000	32,288		474,000
	Relative TSR Shares	21,526		316,000	43,052		632,000
	Total $ Value			790,000			1,580,000



		Target			Actual
Name	Metric	Shares (#)	Cash Value ($)	Total Target ($) Value¹	Shares (#)	Cash Value ($)	Total Award ($) Value²
Arthur Sulzberger, Jr.	Adjusted Operating Profit (Cash)		900,000	900,000		900,000	900,000
Arthur Sulzberger, Jr.	Adjusted Operating Profit (Shares)	54,811		900,000	54,811		874,235
	Relative TSR Shares	73,082		1,200,000	0		0
	Total $ Value			3,000,000			1,774,235
Mark Thompson	Adjusted Operating Profit (Cash)		900,000	900,000		900,000	900,000
Mark Thompson	Adjusted Operating Profit (Shares)	54,811		900,000	54,811		874,235
	Relative TSR Shares	73,082		1,200,000	0		0
	Total $ Value			3,000,000			1,774,235
Michael Golden	Adjusted Operating Profit (Cash)		237,000	237,000		237,000	237,000
Michael Golden	Adjusted Operating Profit (Shares)	14,434		237,000	14,434		230,222
	Relative TSR Shares	19,245		316,000	0		0
	Total $ Value			790,000			467,222
James M. Follo	Adjusted Operating Profit (Cash)		237,000	237,000		237,000	237,000
	Adjusted Operating Profit (Shares)	14,434		237,000	14,434		230,222
	Relative TSR Shares	19,245		316,000	0		0
	Total $ Value			790,000			467,222
Meredith Kopit Levien	Adjusted Operating Profit (Cash)		90,000	90,000		90,000	90,000
Meredith Kopit Levien	Adjusted Operating Profit (Shares)	5,481		90,000	5,481		87,422
	Relative TSR Shares	7,308		120,000	0		0
	Total $ Value			300,000			177,422

All executives are eligible to participate in the Company 401(k) Plan, and certain executives, including certain named executive officers, are participants in The New York Times Company Supplemental Executive Savings Plan (the “SESP”) and The New York Times Company Savings Restoration Plan (the “Restoration Plan”). These two unfunded non-qualified defined contribution plans are intended to supplement retirement income to certain employees whose contributions to the Company 401(k) Plan are subject to limitation under the Internal Revenue Code. The SESP was frozen effective January 1, 2014. Our executives, including certain of the named executive officers, historically also participated in The New York Times Company Supplemental Executive Retirement Plan (the “SERP”), a non-qualified defined benefit plan intended to supplement the retirement income payable under The New York Times Companies Pension Plan (the “Pension Plan”). Effective December 31, 2009, the Pension Plan and the SERP, as well as several other defined benefit plans, were frozen. For a further discussion of these plans, see “— Pension Benefits” and “—Nonqualified Deferred Compensation.”

The named executive officers are subject to minimum stock ownership guidelines. These guidelines require that the Chairman and Chief Executive Officer own shares of the Company’s Class A stock equal in value to five times their current annual base salary, and the other named executive officers own shares of Class A stock equal in value to two times their current annual base salary. Ownership calculations include restricted stock units, shares of Class A stock equivalents attributed to an executive officer based on his or her holdings in the Company Stock Fund of the Company 401(k) Plan, and vested “in-the-money” options (50% of the in-the-money value of such options is used for this calculation). Potential share payments under long-term performance awards and unvested stock options are not included. An executive officer’s stock holdings are valued at the greater of the fair market value or the officer’s tax basis in the shares (or in the case of restricted stock units, the grant date fair value). Each executive officer has five years from becoming subject to the guidelines to attain the full holding requirements. If at any time an executive officer does not meet the ownership requirements, he or she is expected to abide by transfer restrictions on Company stock. The Compensation Committee, and the Company’s General Counsel as its delegate, has the authority to determine matters that might arise under the terms of the guidelines, including the discretion to waive the ownership guidelines and/or interim milestones upon a showing of good reason.

The Internal Revenue Code imposes limitations on the deductibility of compensation paid to certain executive officers named in the “Summary Compensation Table.” Certain compensation, including performance-based compensation meeting specified requirements, is exempt from this deduction limit. To the extent consistent with corporate performance objectives, we have structured, and intend to continue to structure, performance-based compensation to executive officers who may be subject to these limitations in a manner that maximizes the available deduction. Payouts under our annual and long-term incentive programs are intended to be fully deductible. However, we have awarded non-deductible compensation in the past, and we expect to do so in the future when we determine it is necessary to further the objectives of executive compensation.

independent sets of performance goals. One set is based on an adjusted operating profit margin and is designed to satisfy the requirements for tax-deductible performance-based compensation. However, in finalizing the payout of the awards, the Committee will generally exercise its discretion to reduce (but not increase) amounts payable under such performance-based awards to amounts based upon the achievement under a second set of performance objectives, which are, in the case of annual incentive compensation, the adjusted operating profit performance metric and the individual component discussed above, and, in the case of long-term incentive compensation, the cumulative adjusted operating profit metric discussed above. The computation of adjusted operating profit for purposes of these targets is subject to Committee discretion to make such adjustments that the Committee determines to be appropriate.

At our 2016 Annual Meeting, we held an advisory vote on executive compensation (“say-on-pay” vote). Under our Certificate of Incorporation, the say-on-pay vote is an item on which our Class B stockholders vote, and the Class B stockholders overwhelmingly supported the say-on-pay proposal in 2016. In addition, members of management have, at the direction of the Board and the Compensation Committee, periodically participated in calls with representatives of significant stockholders to solicit their feedback on executive compensation matters. The Committee considers the results of the say-on-pay vote as well as the views of significant stockholders in designing executive compensation.



Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)¹	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)²	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)³	All Other Compensation ($)⁴	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Arthur Sulzberger, Jr., Chairman and Publisher, The New York Times	2016	1,087,000	—	1,990,569	—	1,864,713	9,516	169,960	5,121,758
	2015	1,087,000	—	1,950,708	—	2,659,863	4,251	158,139	5,859,961
	2014	1,087,000	—	2,005,728	—	2,255,890	1,305,155	186,405	6,840,178
Mark Thompson, President and Chief Executive Officer	2016	1,000,000	—	1,990,569	—	1,775,000	4,093	158,508	4,928,170
	2015	1,000,000	—	4,950,716	—	2,556,000	1,237	147,308	8,655,261
	2014	1,000,000	—	2,264,272	—	1,075,000	—	176,257	4,515,529
Michael Golden, Vice Chairman⁵	2016	627,000	—	524,179	—	626,524	4,102	89,085	1,870,890
	2015	627,000	—	513,692	—	899,123	1,847	87,801	2,129,463
	2014	627,000	—	528,183	—	752,268	660,053	99,155	2,666,659
James M. Follo, Executive Vice President and Chief Financial Officer	2016	571,083	—	524,179	—	598,342	536,011	67,104	2,296,719
	2015	557,114	—	513,692	—	841,476	1,441	65,522	1,979,245
	2014	543,537	—	1,382,474	—	704,217	16,562	73,063	2,719,853
Meredith Kopit Levien, Executive Vice President and Chief Revenue Officer⁶	2016	612,346	—	524,179	—	472,069	621	72,266	1,681,481
	2015	577,442	—	577,153	—	567,000	—	64,852	1,786,447

For a discussion of the assumptions used in computing these valuations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016. The grant date fair value of an award is calculated by reference to the anticipated accounting expense and may not represent the actual value that will be realized. The grant date fair value of the stock-settled portion of long-term performance awards included in the table is based upon target payouts. For 2016, the grant date fair value of the maximum potential payouts of the portion of the performance awards based on adjusted operating profit (but not the portion based on Relative TSR) would be as follows: Mr. Sulzberger, Jr., $1,800,000; Mr. Thompson, $1,800,000; Mr. Golden, $474,000; Mr. Follo, $474,000; and Ms. Kopit Levien, $474,000. See “—Compensation Discussion and Analysis—Executive Compensation—Long-Term Incentive Compensation” for a description of the performance awards.

The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2016 also includes the aggregate increase in the actuarial present value of Mr. Follo’s accumulated benefits under the Pension Plan and the SERP accrued during 2016 of $532,747, which amount reflects the vesting of Mr. Follo’s SERP benefit upon completing 10 years of service in 2016. For 2016, each of Mr. Sulzberger, Jr. and Mr. Golden had a negative change in actuarial present value of his accumulated benefits under the Pension Plan and the SERP as follows: Mr. Sulzberger, Jr., $(251,605) and Mr. Golden, $(149,965). Mr. Thompson and Ms. Kopit Levien do not participate in the Pension Plan or the SERP.

The “All Other Compensation” column does not reflect credits to each named executive officer’s account, to the extent applicable, under the SESP. The SESP was frozen effective January 1, 2014. Under the terms of the SESP, each named executive officer’s notional account is credited with interest annually. The SESP provides that in no event may the sum of the benefits payable under the SESP and the frozen SERP exceed the value of the SERP benefit that the participant would have received had the SERP not been frozen as of December 31, 2009. As a result, until a SESP participant with a SERP benefit retires, it is not possible to calculate the amount of such participant’s notional SESP account that would be actually payable to the participant, and accordingly, the Company has not reflected such notional credits in column (i). See “—Nonqualified Deferred Compensation” for a description of the SESP and for the amount credited to the account of each named executive officer’s account during 2016, and in total. In addition, see “—Potential Payments Upon Termination or Change in Control” for a description of amounts payable to the named executive officers under the Pension Plan, the SERP and the SESP, assuming a retirement on December 25, 2016, the last day of our 2016 fiscal year.



								All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	Grant Date Fair Value of Stock and Option Awards ($) (l)⁴
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards
Name (a)	Grant Date (b)	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
Arthur Sulzberger, Jr.	2/18/16¹	0	1,087,000	2,174,000
	2/18/16²	450,000	900,000	1,800,000
	2/18/16³				55,177	143,052	286,104		1,990,569
Mark Thompson	2/18/16¹	0	1,000,000	2,000,000
	2/18/16²	450,000	900,000	1,800,000
	2/18/16³				55,177	143,052	286,104		1,990,569
Michael Golden⁵	2/18/16¹	0	438,900	877,800
	2/18/16²	118,500	237,000	474,000
	2/18/16³				14,530	37,670	75,340		524,179
James M. Follo	2/18/16¹	0	401,491	802,982
	2/18/16²	118,500	237,000	474,000
	2/18/16³				14,530	37,670	75,340		524,179
Meredith Kopit Levien	2/18/16¹	0	430,500	861,000
	2/18/16²	118,500	237,000	474,000
	2/18/16³				14,530	37,670	75,340		524,179



	Option Awards¹				Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options Exercisable (#)(b)	Number of Securities Underlying Unexercised Options Unexercisable (#)(c)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested² (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested² ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested³ (#)(i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁴ ($)(j)
Arthur Sulzberger, Jr.	207,862		7.215	2/16/2022
	165,735		10.455	2/17/2021
	181,650		11.130	2/18/2020
	340,000		3.625	2/19/2019
	100,000		3.625	2/19/2019
							179,144	2,436,358
Mark Thompson	385,604		8.280	11/12/2022
					124,219	1,689,378
							208,653	2,837,681
Michael Golden	53,493		7.215	2/16/2022
	42,751		10.455	2/17/2021
	42,000		11.130	2/18/2020
							47,175	641,580
James M. Follo	53,410		7.215	2/16/2022
	42,751		10.455	2/17/2021
	42,000		11.130	2/18/2020
	100,000		20.235	2/21/2018
	54,000		23.865	2/2/2017
					34,869	474,218
							47,175	641,580
Meredith Kopit Levien
							45,118	613,605

The Pension Plan is a defined benefit pension plan that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code. Employees who were hired prior to January 1, 2009, were at least 21 years old and were not covered by a collective bargaining agreement became eligible to participate in the Pension Plan after completing one year of service, during which they rendered at least 1,000 hours of service. Effective December 31, 2009, the Company froze the Pension Plan, meaning no additional benefits accrue after that date. Messrs. Sulzberger, Jr., Golden and Follo are participants.

SERP retirement benefits are based on a participant’s years of service with the Company and final average earnings, both determined as of December 31, 2009. Final average earnings for purposes of the SERP are computed the same way as under the Pension Plan, except that there is no annual limit on the amount of earnings that can be taken into account when computing SERP benefits. A participant vests in his or her SERP benefit upon attaining age 55 and completing 10 years of service. The normal payment form is the straight life annuity for unmarried participants and subsidized joint and 50% spouse’s annuity for married participants. A variety of other payment forms are available, all actuarially equivalent in value. A participant generally may not elect to receive a lump-sum payment. Distributions are subject to compliance with Section 409A of the Internal Revenue Code. All participants are subject to non-competition restrictions for the duration of the period during which the participant is receiving benefits under the SERP.

Participants with less than 20 years of service as of December 31, 2008, receive an annual SERP retirement benefit payable at normal retirement age (age 65) equal to (i) 2.5% of final average earnings as of December 31, 2009, for each year of service as of December 31, 2008, plus (ii) 2.2% of final average earnings as of December 31, 2009, for each year of service after December 31, 2008, and prior to January 1, 2010, provided that the aggregate years of service shall not exceed 20 years of service, minus (iii) benefits under the Pension Plan at age 65. Mr. Follo has less than 20 years of service, and accordingly his benefits will be determined at the reduced rate.



Name (a)	Plan	Executive Contributions in Last FY ($)¹ (b)	Registrant Contributions in Last FY ($)² (c)	Aggregate Earnings in Last FY ($)³ (d)	Aggregate Withdrawals/ Distributions in Last FY ($) (e)	Aggregate Balance at Last FYE ($) (f)
Arthur Sulzberger, Jr.	Restoration Plan	0	119,432	25,502	0	574,799
	SESP⁴	0	0	50,593	0	1,091,678
	Total	0	119,432	76,095	0	1,666,477
Mark Thompson	Restoration Plan	0	108,600	10,942	0	258,403
	SESP⁴	0	0	203	0	4,388
	Total	0	108,600	11,145	0	262,791
Michael Golden	Restoration Plan	0	50,029	10,992	0	247,462
	SESP⁴	0	0	25,469	0	549,547
	Total	0	50,029	36,461	0	797,009
James M. Follo	Restoration Plan	0	42,953	8,746	0	197,542
	SESP⁴	0	0	41,431	0	893,970
	Total	0	42,953	50,177	0	1,091,512
Meredith Kopit Levien	Restoration Plan	0	42,710	1,649	0	44,359
	SESP⁴	0	0	0	0	0
	Total	0	42,710	1,649	0	44,359

The named executive officers, other than Ms. Kopit Levien, are participants in the SESP, which was frozen effective for plan years commencing after December 31, 2013. For plan years through 2013, a SESP participant’s account was credited each year with a “supplemental contribution” equal to (i) 10% of his or her compensation for those who were SERP participants on December 31, 2009, or (ii) 5% for those who were not SERP participants on December 31, 2009. Certain participants, including Mr. Follo, were eligible for a “transition credit” equal to 10% of their compensation. Effective for plan years commencing after December 31, 2013, the Company has amended the SESP to discontinue all future supplemental contributions and transition credits. No other executive may be designated as a participant in the now frozen plan.

The following table sets out the compensation for the named executive officers assuming (i) a termination of the executive’s employment as a result of a termination, resignation, or death, disability or retirement; (ii) a change in control; or (iii) a termination of employment following a change in control, in all cases, as of December 25, 2016, the last day of our 2016 fiscal year. Each of Messrs. Sulzberger, Jr., Golden and Follo was eligible to retire as of December 25, 2016, and accordingly, a termination or resignation by any of them would be treated as a retirement. Mr. Golden retired from his executive management position effective December 31, 2016, and the information contained in the table below for Mr. Golden reflects the actual payments and benefits to which he became entitled as a result of his retirement. We have no employment agreements with any named executive officer that provide for severance or other guaranteed payments in the case of termination or change of control. However, certain elements of executive compensation are treated differently under various termination of employment scenarios or upon a change of control, as follows:

Payment Upon Termination or Change in Control Table



Name	Termination¹ ($)	Resignation¹ ($)	Death, Disability or Retirement ($)	Change in Control² ($)	Termination Upon Change in Control^1,2($)
Arthur Sulzberger, Jr.
Salary	0	0	0	0	0
Annual and long-term performance awards³	5,738,948	5,738,948	5,738,948	3,000,000	5,738,948
Restricted stock units⁴	0	0	0	0	0
Present value of Pension Plan and SERP benefits⁵	12,534,858	12,534,858	12,534,858	0	12,534,858
Nonqualified deferred compensation⁶	1,803,029	1,803,029	1,803,029	0	1,803,029
Mark Thompson
Salary	0	0	0	0	0
Annual and long-term performance awards³	0	0	6,149,235	3,500,000	3,500,000
Restricted stock units⁴	0	0	1,601,332	0	1,689,378
Present value of Pension Plan and SERP benefits	N/A	N/A	N/A	N/A	N/A
Nonqualified deferred compensation⁶	0	0	325,978	4,388	4,388
Michael Golden
Salary	0	0	0	0	0
Annual and long-term performance awards³	1,646,746	1,646,746	1,646,746	790,000	1,646,746
Restricted stock units⁴	0	0	0	0	0
Present value of Pension Plan and SERP benefits⁵	6,130,438	6,130,438	6,130,438	0	6,130,438
Nonqualified deferred compensation⁶	853,622	853,622	853,622	0	853,622
James M. Follo
Salary	0	0	0	0	0
Annual and long-term performance awards³	1,618,564	1,618,564	1,618,564	790,000	1,618,564
Restricted stock units⁴	0	0	0	0	474,218
Present value of Pension Plan and SERP benefits⁵	635,860	635,860	635,860	0	635,860
Nonqualified deferred compensation⁶	1,141,311	1,141,311	1,141,311	0	1,141,311
Meredith Kopit Levien
Salary	0	0	0	0	0
Annual and long-term performance awards³	0	0	1,313,194	753,703	753,703
Restricted stock units⁴	0	0	0	0	0
Present value of Pension Plan and SERP benefits	N/A	N/A	N/A	N/A	N/A
Nonqualified deferred compensation⁶	0	0	69,454	0	0

Under the 2010 Incentive Plan, upon the occurrence of a change of control, the performance period for existing long-term performance awards would be deemed to have ended and payouts would be made in accordance with performance over the shortened performance period. In addition, vesting of restricted stock units (which is time-based) would be accelerated to the extent that the awards are not assumed, substituted, or replaced by the Company’s successor, if any, and if such restricted stock units were so assumed, substituted or replaced, their vesting would accelerate only upon a subsequent involuntary termination of employment, other than on account of death, disability, retirement, or willful and gross misconduct or willful failure to perform services, within 12 months following the change in control.

Public companies in the United States are required to provide stockholders a non-binding advisory vote to approve the compensation of the company’s named executive officers disclosed in the annual proxy statement (a “say-on-pay” vote). Under our Certificate of Incorporation, an advisory vote to approve compensation is not among the expressly enumerated items as to which the Class A stock has a vote. As a result, for the Company, the say-on-pay vote is reserved for a vote of the Class B stockholders. At the Company’s 2016 Annual Meeting, the Class B stockholders overwhelmingly supported the say-on-pay proposal. At the 2017 Annual Meeting, the Company is again providing Class B stockholders a nonbinding advisory vote to approve the compensation of the Company’s named executive officers.

Under the Company’s By-laws (and New York law), the affirmative vote of a majority of the shares represented at a meeting, in person or by proxy, and entitled to vote on a proposal is required to formally adopt such proposal as a stockholder resolution. Given the multiple voting choices available to Class B stockholders, it is possible that none of the alternatives of one, two or three years will receive such a majority vote. Nevertheless, the Board of Directors considers this vote the equivalent of a poll of the Class B stockholders and will consider the number of votes each alternative receives when making future decisions as to the timing of say-on-pay votes. An abstention on this proposal will have the effect of increasing the possibility that no alternative receives a majority vote; a broker non-vote will have no such effect.

The Company’s By-laws provide that the nomination of persons for election to the Board and the proposal of business to be considered by stockholders may be made at the annual meeting as set out in the Company’s notice of such meeting, by or at the direction of the Board or by any stockholder of the Company who is entitled to vote at the meeting on such nomination or other proposal, and who, in the case of a holder of Class A stock, complies with certain notice procedures. Any holder of Class A stock proposing to nominate an individual for election to the Board by the Class A holders or proposing business to be considered by the Class A holders at an annual meeting must give written notice and certain information to the Secretary of the Company generally not less than 90 days nor more than 120 days before the first anniversary of the preceding year’s annual meeting. As a result, stockholders who intend to present proposals at the 2018 Annual Meeting under these provisions must give written notice to the Secretary, and otherwise comply with the By-law requirements, no earlier than December 20, 2017, and no later than January 19, 2018.

Adjusted operating profit is defined as (i) revenues less (ii) total operating costs (excluding depreciation and amortization, severance and non-operating retirement costs), adjusted to exclude the effect of acquisitions and dispositions. The Committee believes that adjusted operating profit is a useful measure of our performance for compensation purposes because it facilitates comparisons with historical operating performance on a consistent basis. In addition, adjusted operating profit is a measure often used by investors, analysts and others to assess Company performance, and serves to align the interests of our executives and our stockholders.



(in thousands)	2014			2015		2016		Cumulative
Revenues	$	1,588,528		$	1,579,215	$	1,555,342	$	4,723,085

Total operating costs	1,484,505			1,393,246		1,410,910		4,288,661
Less:
Depreciation and amortization	79,455			61,597		61,723		202,775
Severance	36,082			7,035		18,829		61,946
Non-operating retirement costs	36,697			34,383		15,880		86,960
Adjusted operating costs excluding depreciation and amortization, severance and non-operating retirement costs	1,332,271			1,290,231		1,314,478		3,936,980
Adjusted operating profit (as reported in the Company’s Annual Report on Form 10-K for the applicable fiscal year)	256,257			288,984		240,864		786,105
Plus pre-approved adjustments:
Impact of acquisitions						2,613		2,613
Additional negative discretionary adjustments approved by Compensation Committee to exclude the effect of various items	(3,450		)					(3,450		)
Adjusted operating profit	$	252,807		$	288,984	$	243,477	$	785,268



		VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 18, 2017 (other than 401(k) plan participants). Have your proxy card in hand when you access the Web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

	620 EIGHTH AVENUE NEW YORK, NY 10018 ATTENTION: CORPORATE SECRETARY	ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future Proxy Statements, proxy cards and Annual Reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
		VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 18, 2017 (other than 401(k) plan participants). Have your proxy card in hand when you call and then follow the instructions.

		VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

		401(k) PLAN PARTICIPANTS All votes by participants in The New York Times Companies Supplemental Retirement and Investment Plan submitted over the Internet, by phone or mail must be received by 11:59 p.m. Eastern Time on April 17, 2017.

		If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
		Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card.
		You can change your vote or revoke your proxy at any time before it is voted at the meeting by mailing a later-dated proxy card, executing a later-dated proxy by Internet or telephone or by voting by ballot at the meeting. If you execute more than one proxy, whether by mail, Internet or telephone, and/or vote by ballot at the meeting, only the latest dated proxy or ballot will be counted.



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE NEW YORK TIMES COMPANY

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

Election of Directors

Class A Nominees:

01) Joichi Ito

02) James A. Kohlberg

03) Brian P. McAndrews

04) Doreen A. Toben

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

Ratification of the selection of Ernst & Young LLP as auditors

NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.

For address changes and/or comments, please check this box and write them on the back where indicated.

Please indicate if you plan to attend this meeting.

Yes

IF VOTING BY MAIL, YOU MUST DATE, SIGN AND RETURN THIS CARD IN ORDER FOR THE SHARES TO BE VOTED.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer, giving full title as such.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

THE NEW YORK TIMES COMPANY

Proxy Solicited on Behalf of the Board of Directors

for the Annual Meeting of Stockholders on April 19, 2017

The undersigned hereby appoints Arthur Sulzberger, Jr. and Diane Brayton, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on all matters coming before said meeting, including the matters on the reverse side of this card, all of the shares of CLASS A COMMON STOCK of THE NEW YORK TIMES COMPANY that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. Eastern Time on April 19, 2017, at The New York Times Building, 620 Eighth Avenue, 15th Floor, New York, NY 10018, and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and revokes any proxies previously given.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is given, this proxy will be voted FOR the election of directors and FOR proposal 4. In their discretion, the proxies are authorized to vote on such other matters that may properly come before this meeting or any adjournment or postponement thereof.

If the undersigned is a participant in The New York Times Companies Supplemental Retirement and Investment Plan, this card will also be used to provide voting instructions to the trustee for any shares attributed to the undersigned’s account on the record date, as set forth in the Notice of Annual Meeting and Proxy Statement.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be dated and signed on reverse side.



		VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 18, 2017. Have your proxy card in hand when you access the Web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

	620 EIGHTH AVENUE NEW YORK, NY 10018 ATTENTION: CORPORATE SECRETARY	ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future Proxy Statements, proxy cards and Annual Reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
		VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 18, 2017. Have your proxy card in hand when you call and then follow the instructions.

		VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

		If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
		Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card.
		You can change your vote or revoke your proxy at any time before it is voted at the meeting by mailing a later-dated proxy card, executing a later-dated proxy by Internet or telephone or by voting by ballot at the meeting. If you execute more than one proxy, whether by mail, Internet or telephone, and/or vote by ballot at the meeting, only the latest dated proxy or ballot will be counted.



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE NEW YORK TIMES COMPANY

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

Election of Directors

Class B Nominees:

01) Raul E. Cesan

06) Dara Khosrowshahi

02) Robert E. Denham

07) Arthur Sulzberger, Jr.

03) Hays N. Golden

08) Mark Thompson

04) Michael Golden

09) Rebecca Van Dyck

05) Steven B. Green

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

Advisory vote to approve executive compensation

The Board of Directors recommends you vote 1 YEAR on the following proposal:

1 Year

2 Years

3 Years

Abstain

Advisory vote on frequency of future advisory votes on executive compensation

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

Ratification of the selection of Ernst & Young LLP as auditors

NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.

For address changes and/or comments, please check this box and write them on the back where indicated.

Please indicate if you plan to attend this meeting.

Yes

IF VOTING BY MAIL, YOU MUST DATE, SIGN AND RETURN THIS CARD IN ORDER FOR THE SHARES TO BE VOTED.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

THE NEW YORK TIMES COMPANY

Proxy Solicited on Behalf of the Board of Directors

for the Annual Meeting of Stockholders on April 19, 2017

The undersigned hereby appoints Arthur Sulzberger, Jr. and Diane Brayton, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on all matters coming before said meeting, including the matters on the reverse side of this card, all of the shares of CLASS B COMMON STOCK of THE NEW YORK TIMES COMPANY that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. Eastern Time on April 19, 2017, at The New York Times Building, 620 Eighth Avenue, 15th Floor, New York, NY 10018, and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and revokes any proxies previously given.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is given, this proxy will be voted FOR the election of directors, FOR proposal 2, ONE YEAR on proposal 3 and FOR proposal 4. In their discretion, the proxies are authorized to vote on such other matters that may properly come before this meeting or any adjournment or postponement thereof.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be dated and signed on reverse side.



	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:



	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:



DATE:	Wednesday, April 19, 2017
TIME:	9:00 a.m.
PLACE:	The New York Times Building
	620 Eighth Avenue, 15th Floor, New York, NY 10018



Date:	April 19, 2017
Time:	9:00 a.m.
Location:	The New York Times Building 620 Eighth Avenue, 15th Floor New York, NY 10018



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Gannett Co., Inc.	TEGNA Inc.*	Yahoo! Inc.
Hearst Corporation	The E.W. Scripps Company



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



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)



o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


2.	To hold an advisory vote to approve executive compensation;


3.	To hold an advisory vote on the frequency of future advisory votes to approve executive compensation;


4.	To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2017; and


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



	Page

VOTING ON MATTERS BEFORE THE ANNUAL MEETING	1
GLOSSARY OF CERTAIN TERMS	5
WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY	6
GENERAL INFORMATION	7
The 1997 Trust	7
PRINCIPAL HOLDERS OF COMMON STOCK	9
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS	13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	14
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS	15
PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS	16
Class A Nominees	16
Class B Nominees	17
INTERESTS OF RELATED PERSONS IN CERTAIN TRANSACTIONS OF THE COMPANY	20
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	21
BOARD MEETINGS AND ATTENDANCE	25
BOARD COMMITTEES	26
NOMINATING & GOVERNANCE COMMITTEE	28
COMPENSATION COMMITTEE	29
Compensation Committee Procedures	29
Compensation Committee Interlocks and Insider Participation	30
AUDIT COMMITTEE REPORT	30
DIRECTORS’ COMPENSATION	32
2016 Compensation of Non-Employee Directors	32
Non-Employee Director Compensation Table	33
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE	34
COMPENSATION OF EXECUTIVE OFFICERS	35
Compensation Committee Report	35
Compensation Discussion and Analysis	35
Summary Compensation Table	48
Grants of Plan-Based Awards	51
Outstanding Equity Awards at Fiscal Year-End	52
Option Exercises and Stock Vested	53
Pension Benefits	53
Nonqualified Deferred Compensation	56
Potential Payments Upon Termination or Change in Control	58
PROPOSAL NUMBER 2—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	62
PROPOSAL NUMBER 3—ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION	63
PROPOSAL NUMBER 4—SELECTION OF AUDITORS	64
OTHER MATTERS	65
Submission of Stockholder Proposals for 2018	65
Advance Notice	65
Certain Matters Relating to Proxy Materials	65
APPENDIX A—COMPUTATION OF ADJUSTED OPERATING PROFIT	66



o	Soliciting Material Pursuant to §240.14a-12


Q:	Who is entitled to vote?


A:	Stockholders are asked to vote on four items at the 2017 Annual Meeting:


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


•	Proposal 2: Advisory vote to approve executive compensation (the “say-on-pay” vote).


•	Proposal 3: Advisory vote on the frequency of future advisory say-on-pay votes on executive compensation.


•	Proposal 4: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2017.


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


•	Proposals 2 and 3: Class B stockholders vote on these proposals.


•	Proposal 4: Class A and B stockholders, voting together as a single class, 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 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 2016 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.


A:	You can vote your shares either by proxy or in person at the Annual Meeting. (If you hold your shares in The New York Times Companies Supplemental Retirement and Investment Plan (the “Company 401(k) Plan”), please refer to the instructions below under “How do I vote my shares in the Company 401(k) Plan?”)


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.


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


•	FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2017.


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 to be considered at the Annual Meeting.


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.


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


•	Proposal 1: Directors are elected by a plurality of the votes cast. However, please see our policy described on page 21 regarding directors who do not receive more “for” votes than “withheld” votes.