-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VLkqTtyUfherR1xwOFXb19ujiYnWMknEB8RTBw4h7JxfH0hw91rRKZrn6jhvKi7f KZ/zx06zYcgrJYIwr+fuMA== 0000912057-00-012515.txt : 20000321 0000912057-00-012515.hdr.sgml : 20000321 ACCESSION NUMBER: 0000912057-00-012515 CONFORMED SUBMISSION TYPE: PRER14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRER14A SEC ACT: SEC FILE NUMBER: 001-05837 FILM NUMBER: 574059 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 PRER14A 1 PRER14A PROXY THE NEW YORK TIMES COMPANY CLASS A PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR ANNUAL MEETING ON APRIL 27, 2000 The undersigned hereby constitutes and appoints Arthur Sulzberger, Jr., Laura J. Corwin and Solomon B. Watson IV, and each of them, as proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Stockholders of THE new york times company to be held at 10:00 A.M., local time, at the Ford Center for the Performing Arts, 214 West 43rd Street, New York, New York 10036, on Thursday, April 27, 2000, or at any adjournments thereof, and to vote on all matters coming before said meeting including the proposals indicated on the reverse side hereof. Election of Class A Directors. Nominees: 01. Brenda C. Barnes 02. Robert A. Lawrence 03. Charles H. Price II 04. Henry B. Schacht 05. Donald M. Stewart Change of Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (If you have written in the above space, please mark the corresponding box on the reverse side of this card) This proxy is solicited on behalf of the Board of Directors for the Annual Meeting on April 27, 2000. Your signature on the proxy is your acknowledgment of receipt of the Notice of Meeting and Proxy Statement, both dated March , 2000. The signer hereby revokes all proxies heretofore given by the signer to vote at said meeting or at any adjournment thereof. You are encouraged to specify your choices by marking the appropriate boxes-SEE REVERSE SIDE-but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. Your shares cannot be voted unless you sign and return this card. ---------------- SEE REVERSE SIDE ---------------- - -------------------------------------------------------------------------------- ^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^ THE NEW YORK TIMES COMPANY Annual Meeting of Stockholders April 27, 2000 10:00 A.M. Ford Center for the Performing Arts 214 West 43rd Street New York, New York 10036 |X| Please mark your votes as in this example. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF CLASS A DIRECTORS AND FOR PROPOSALS 2, 3, 4, 5, 6, 7 AND 8. 1. Election of Class A Directors (see reverse) FOR WITHHELD |_| |_| For, except vote withheld from the following nominee(s) _______________________________________________________ 2. Approval of amendments to the Company's 1991 Executive Stock Incentive Plan and 1991 Executive Cash Bonus Plan to extend the terms and increase the maximum payout potential for any annual or long-term performance awards FOR AGAINST ABSTAIN |_| |_| |_| 3. Approval of an amendment to the Company's 1991 Executive Stock Incentive Plan to authorize an additional 20,000,000 shares of Class A common stock for stock options FOR AGAINST ABSTAIN |_| |_| |_| 4. Reapproval of the material terms of the performance goals used for annual and long-term performance awards under the Company's 1991 Executive Stock Incentive Plan and 1991 Executive Cash Bonus Plan FOR AGAINST ABSTAIN |_| |_| |_| 5. Approval of an amendment to the Company's Non-Employee Directors' Stock Option Plan to extend the term FOR AGAINST ABSTAIN |_| |_| |_| 6. Ratification of Deloitte & Touche LLP as auditors FOR AGAINST ABSTAIN |_| |_| |_| 7. Approval of an amendment and restatement of the Company's certificate of incorporation to permit the issuance of tracking stock FOR AGAINST ABSTAIN |_| |_| |_| 8. Adoption of TCD Stock Option Plan FOR AGAINST ABSTAIN |_| |_| |_| CHANGE OF ADDRESS ON Signature(s) ____________________________________ Date ________ REVERSE SIDE |_| Note: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor administrator, trustee or guardian, please give full title as such. - -------------------------------------------------------------------------------- ^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^ THE NEW YORK TIMES COMPANY Dear Stockholder: The New York Times Company encourages you to take advantage of new and convenient ways by which you can vote your shares. You can vote your shares electronically through the Internet or by telephone. This eliminates the need to return your proxy card. To vote your shares electronically, you must use the control number printed in the box above, just below the perforation. The series of numbers that appear in the box above must be used to access the system. 1. To vote over the Internet: o Log on to the Internet and go to the web site http://www.eproxyvote.com/nyt 2. To vote by telephone: o On a touch-tone telephone, call 1-877-PRX-VOTE (1-877-779-8683) 24 hours a day, 7 days a week. Your electronic vote authorizes the named proxies in the same manner as if you marked, signed, dated and returned the proxy card. IF YOU CHOOSE TO VOTE YOUR SHARES ELECTRONICALLY, THERE IS NO NEED TO MAIL BACK YOUR PROXY CARD. YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING. PROXY THE NEW YORK TIMES COMPANY CLASS B PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR ANNUAL MEETING ON APRIL 27, 2000 The undersigned hereby constitutes and appoints Arthur Sulzberger, Jr., Laura J. Corwin and Solomon B. Watson IV, and each of them, as proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Stockholders of THE new york times company to be held at 10:00 A.M., local time, at the Ford Center for the Performing Arts, 214 West 43rd Street, New York, New York 10036, on Thursday, April 27, 2000, or at any adjournments thereof, and to vote on all matters coming before said meeting including the proposals indicated on the reverse side hereof. Election of Class B Directors. Nominees: 01. John F. Akers 02. Raul E. Cesan 03. Jacqueline H. Dryfoos 04. Richard L. Gelb 05. Michael Golden 06. Russell T. Lewis 07. David E. Liddle 08. Ellen R. Marram 09. Arthur Ochs Sulzberger 10. Arthur Sulzberger, Jr. Change of Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (If you have written in the above space, please mark the corresponding box on the reverse side of this card) This proxy is solicited on behalf of the Board of Directors for the Annual Meeting on April 27, 2000. Your signature on the proxy is your acknowledgment of receipt of the Notice of Meeting and Proxy Statement, both dated March __, 2000. The signer hereby revokes all proxies heretofore given by the signer to vote at said meeting or at any adjournment thereof. You are encouraged to specify your choices by marking the appropriate boxes-SEE REVERSE SIDE-but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. Your shares cannot be voted unless you sign and return this card. ---------------- SEE REVERSE SIDE ---------------- - -------------------------------------------------------------------------------- ^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^ THE NEW YORK TIMES COMPANY Annual Meeting of Stockholders April 27, 2000 10:00 A.M. Ford Center for the Performing Arts 214 West 43rd Street New York, New York 10036 |X| Please mark your votes as in this example. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF CLASS B DIRECTORS AND FOR PROPOSALS 2, 3, 4, 5, 6, 7 AND 8. 1. Election of Class B Directors (see reverse) FOR WITHHELD |_| |_| For, except vote withheld from the following nominee(s) _______________________________________________________ 2. Approval of amendments to the Company's 1991 Executive Stock Incentive Plan and 1991 Executive Cash Bonus Plan to extend the terms and increase the maximum payout potential for any annual or long-term performance awards FOR AGAINST ABSTAIN |_| |_| |_| 3. Approval of an amendment to the Company's 1991 Executive Stock Incentive Plan to authorize an additional 20,000,000 shares of Class A common stock for stock options FOR AGAINST ABSTAIN |_| |_| |_| 4. Reapproval of the material terms of the performance goals used for annual and long-term performance awards under the Company's 1991 Executive Stock Incentive Plan and 1991 Executive Cash Bonus Plan FOR AGAINST ABSTAIN |_| |_| |_| 5. Approval of an amendment to the Company's Non-Employee Directors' Stock Option Plan to extend the term FOR AGAINST ABSTAIN |_| |_| |_| 6. Ratification of Deloitte & Touche LLP as auditors FOR AGAINST ABSTAIN |_| |_| |_| 7. Approval of an amendment and restatement of the Company's certificate of incorporation to permit the issuance of tracking stock FOR AGAINST ABSTAIN |_| |_| |_| 8. Adoption of TCD Stock Option Plan FOR AGAINST ABSTAIN |_| |_| |_| CHANGE OF ADDRESS ON Signature(s) ____________________________________ Date ________ REVERSE SIDE |_| Note: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor administrator, trustee or guardian, please give full title as such. - -------------------------------------------------------------------------------- ^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^ THE NEW YORK TIMES COMPANY Dear Stockholder: The New York Times Company encourages you to take advantage of new and convenient ways by which you can vote your shares. You can vote your shares electronically through the Internet or by telephone. This eliminates the need to return your proxy card. To vote your shares electronically, you must use the control number printed in the box above, just below the perforation. The series of numbers that appear in the box above must be used to access the system. 1. To vote over the Internet: o Log on to the Internet and go to the web site http://www.eproxyvote.com/nyt1 2. To vote by telephone: o On a touch-tone telephone, call 1-877-PRX-VOTE (1-877-779-8683) 24 hours a day, 7 days a week. Your electronic vote authorizes the named proxies in the same manner as if you marked, signed, dated and returned the proxy card. IF YOU CHOOSE TO VOTE YOUR SHARES ELECTRONICALLY, THERE IS NO NEED TO MAIL BACK YOUR PROXY CARD. YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING. -----END PRIVACY-ENHANCED MESSAGE-----