8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 14, 2006

The New York Times Company

(Exact name of Registrant as specified in its charter)

New York	1-5837	13-1102020
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

229 West 43rd Street, New York New York	10036
(Address of principal executive offices)	(Zip Code)

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

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

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

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On December 14, 2006, The New York Times Company (the “Company”) announced that James M. Follo has been appointed senior vice president and chief financial officer of the Company, effective January 8, 2007.  Mr. Follo will succeed Leonard P. Forman as the Company’s principal financial officer.  Mr. Forman, the Company’s executive vice president and chief financial officer, is retiring effective at the end of this year; however, to assist in an orderly transition, he will provide consulting services to the Company for a three-month period beginning January 1, 2007.  Pursuant to the terms of a consulting agreement between the Company and Mr. Forman, Mr. Forman will receive a consulting fee of $76,625.  A copy of the consulting agreement is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In connection with Mr. Follo’s appointment, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved compensation arrangements for him for 2007 that are comparable in structure to the compensation of other executive officers of the Company.  Mr. Follo will be entitled to a base salary of $480,000 and a target annual bonus of 55% of his base salary.  The actual amount of the bonus, which will range from 0 to 200% of the target, will depend upon the achievement of pre-set Company-wide and individual annual performance objectives.

Mr. Follo will participate in the Company’s long-term incentive program under the Company’s 1991 Executive Stock Incentive Plan (the “Plan”) for the three-year period 2007-2009.  The Committee specified a target of $250,000 for Mr. Follo.  In addition, the Committee specified a target of $370,000 for the pro rata portion of five-year long-term performance cycles ending in 2009 and 2010, which are subject to terms established by the Committee at the time such performance cycles were first established.  The amount of any payout to Mr. Follo at the end of the cycles, which will range from 0% to 175% of the target (pro rated in the case of cycles ending in 2009 and 2010), will depend upon the achievement of pre-set long-term performance goals.

Mr. Follo will be granted, on the first day after his commencement of employment that executives of the Company are permitted to publicly trade in Company securities pursuant to the Company’s trading window period policy (the “Grant Date”), 54,000 non-qualified stock options under the Plan.  The stock options will have a term of 10 years and become exercisable in four equal installments on each of the first four anniversaries of the Grant Date.  Pursuant to the Plan, the option exercise price of all such stock options will be the fair market value, defined as the arithmetic mean of the highest and lowest sales prices as reported by the New York Stock Exchange, of the Company’s Class A Common Stock on the Grant Date.

Mr. Follo will also receive on the Grant Date 5,500 restricted stock units under the Plan.  The units will vest 100% on the fifth anniversary of the Grant Date, upon which date shares of the Company’s Class A common stock equal to the number of units will be delivered to Mr. Follo free and clear of restriction. The terms of the restricted stock units, which are applicable to all executives, are described on Exhibit 99.2, which is incorporated by reference herein.

Mr. Follo will participate in the Company’s pension plan and in a supplemental executive retirement plan.

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Mr. Follo, 47, served as chief financial and administrative officer of Martha Stewart Living Omnimedia, Inc. from 2001 through 2006, and as senior vice president, finance and controller from 1998 to 2001.  From 1994 to 1998, he was with General Media International, Inc., a diversified publishing company, most recently as executive vice president, chief financial officer and treasurer.  Before that, Mr. Follo, who is a certified public accountant, was with Grant Thornton, an independent public accounting firm, from 1984 to 1994, leaving as a senior audit manager.

Additional Executive Changes

The Company also announced the following changes in executive positions.

Stuart P. Stoller, 51, has been appointed senior vice president, process engineering of the Company, effective January 8, 2007. Mr. Stoller, who joined the Company as vice president and corporate controller in 1996, was named vice president, process engineering and corporate controller in 2005. As corporate controller, Mr. Stoller was the principal accounting officer of the Company. Effective January 8, 2007, R. Anthony Benten will succeed Mr. Stoller as corporate controller and principal accounting officer and will step down as treasurer of the Company. Mr. Benten will remain vice president of the Company.

Mr. Benten, 43, has served as vice president and treasurer of the Company since 2003 and 2001, respectively, and as assistant treasurer of the Company from 1997 to 2001.  Mr. Benten has been employed by the Company since 1989.

The Company also announced on December 14, 2006, that, effective January 8, 2007, James C. Lessersohn, 51, has been promoted to senior vice president, corporate development, and George A. Barrios, 41, has been promoted to vice president and treasurer.

Mr. Lessersohn has been with the Company since 1987 and has served as vice president, finance and corporate development (since 2001) and vice president and treasurer (1999 to 2001).  Mr. Barrios has been with the Company since 2002, having served as chief financial officer of the Company’s New England Media Group.

A copy of the Company’s press release announcing certain events described above is attached as Exhibit 99.3 and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)   Exhibits
Exhibit 99.1	Consulting Agreement between The New York Times Company and Leonard P. Forman effective as of January 1, 2007
Exhibit 99.2	The New York Times Company — Terms of 2006 Restricted Stock Unit Awards Pursuant to the 1991 Executive Stock Incentive Plan
Exhibit 99.3	The New York Times Company Press Release dated December 14, 2006

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SIGNATURES

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

	THE NEW YORK TIMES COMPANY
Date: December 15, 2006	By:	/s/ Rhonda L. Brauer
		Rhonda L. Brauer
		Secretary & Corporate Governance Officer

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Exhibit List

Exhibit 99.1	Consulting Agreement between The New York Times Company and Leonard P. Forman effective as of January 1, 2007
Exhibit 99.2	The New York Times Company — Terms of 2006 Restricted Stock Unit Awards Pursuant to the 1991 Executive Stock Incentive Plan
Exhibit 99.3	The New York Times Company Press Release dated December 14, 2006

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EX-99.1

Exhibit 99.1

As of January 1, 2007
Dr. Leonard P. Forman	Janet L. Robinson
Ridge Road	President & Chief Executive Officer
Glen Cove, NY 11542
	229 West 43rd Street
	New York, NY 10036

RE: Consulting Agreement

Dear Len:

This letter will confirm the agreement between you and The New York Times Company (“The Times”) under which you agree to provide consulting services:

1.You agree to provide financial consulting services to The Times.  You agree to assist in the transition of work to the new Chief Financial Officer and be available for consultation upon request.

2.The term of this agreement shall be from January 1, 2007, through March 31, 2007.

3.In consideration for your services, The Times will pay you a fee of $25,541.66 per month, payable monthly.

4.(a)   The Times owns all right, title and interest, including copyright, in and to the materials you write in fulfillment of your duties under this Agreement, throughout the world (such material being commissioned by The Times as a contribution to a work and therefore a “work made for hire” under the Copyright Act, or alternatively, if not a “work made for hire,” then you hereby assign all such right, title, interest and copyright in and to the Material to The Times.

(b)In addition to the foregoing, you hereby grant to The Times a perpetual, worldwide, royalty-free, paid-up non-exclusive transferable license under copyright to reproduce, distribute, display, perform or otherwise publish your Prior Contributions in any form or media, whether now known or that may hereafter be developed, whether or not any such Prior Constitution may be individually accessed, perceived or retrieved from such form or media, and to authorize third parties to exercise such rights.  As used in this Section 4(b), “Prior Contributions” shall mean any materials written by you pursuant to any and all of your prior consulting arrangement with The Times up to the date of this agreement, other than such materials as are already covered by a written agreement between you and The Times.

5.You acknowledge that you are providing services under this agreement as an independent contractor and, as such, will not be eligible for and will make no claim for any benefits of employment, including but not limited to medical coverage, life and disability insurance, retirement benefits or stock purchase plans.  You will be responsible for your own withholdings and taxes, and The Times will provide you with IRS Form 1099 at year end.

6.This agreement sets forth the entire agreement of the parties with respect to the services provided and may not be amended or modified except with the written consent of both parties.  This agreement will be governed by the laws of the State of New York.

If this letter accurately reflects our understanding, please execute and return a copy of this Agreement to me.

Sincerely,

THE NEW YORK TIMES COMPANY
By:	/s/ Janet L. Robinson
	Janet L. Robinson

ACCEPTED AND AGREED:
By:	/s/ Leonard P. Forman
	Leonard P. Forman

Date:	December 14, 2006
Federal I.D. No.

EX-99.2

Exhibit 99.2

The New York Times Company
Terms of 2006 Restricted Stock Unit Awards
Pursuant to the 1991 Executive Stock Incentive Plan

Pursuant to the 1991 Executive Stock Incentive Plan (the “Stock Plan”; terms being used herein as defined in such plan), the 2006 Restricted Stock Unit Awards (the “Awards”) shall be subject to the following terms and conditions:

(a)RESTRICTED STOCK UNITS.  Each Restricted Stock Unit represents the Company’s obligation to deliver to the holder one share of the Company’s Class A common stock (the “Common Stock”) upon the lapse of the restricted period (the “Restricted Period”) described in paragraph (b).  A Participant holding Restricted Stock Units shall have no rights as a stockholder of Common Stock as a result of holding such Restricted Stock Units, including, but not limited to, the right to vote and the right to receive dividends.

(b)RESTRICTED PERIOD.  The Restricted Period shall commence upon the date of grant, and shall continue for such period of time as specified by the Committee in the Resolutions in respect of the Awards.

(c)DIVIDEND EQUIVALENTS.  The Company shall pay to each Participant holding a Restricted Stock Unit an amount, per Restricted Stock Unit held, equal to the amount of any cash dividend declared and paid in respect of one share of Common Stock (subject to any applicable withholding tax).  Payment shall be included in regular employee compensation for the period during which the dividends were paid.

(d)DEATH OR DISABILITY.  If a Participant ceases to be employed by the Company by reason of death or Disability, the Restricted Period covering all Restricted Stock Units held by such Participant under the Stock Plan shall immediately lapse and shares of Common Stock shall be delivered to such Participant in accordance with paragraph (h), provided, however, that to the extent necessary to comply with Section 409A of the Internal Revenue Code, no such delivery shall be made until expiration of the six-month period following the date of Disability.

(e)RETIREMENT.  Unless otherwise specified by the Committee in the Resolutions in respect of the Awards, if a Participant ceases to be employed by the Company by reason of Retirement (as defined in the Stock Plan), whether early or not, the Restricted Period covering all Restricted Stock Units held by such Participant under the Stock Plan shall immediately lapse and shares of Common Stock shall be delivered to such Participant in accordance with paragraph (h), provided, however that to the extent necessary to comply with Section 409A of the Internal Revenue Code, no such delivery shall be made until expiration of the six-month period following the date of such Retirement.

(f)TERMINATION OF EMPLOYMENT.  If a Participant ceases to be employed by the Company other than due to a condition described in Sections (d) or (e) above, all Restricted Stock Units held by such Participant for which the Restricted Period has not lapsed shall expire upon such termination of employment without further action by the Company.  Authorized leave of absence or absence in military service shall constitute employment for the purposes of this Section (f).  Whether absence in government service may constitute employment for the purposes of the Stock Plan shall be conclusively determined by the Committee on a case-by-case basis.

(g)WAIVER OF FORFEITURE PROVISIONS.  The Committee, in its sole and absolute discretion, may waive the forfeiture provisions in respect of all or some of the Restricted Stock Units awarded to a Participant

(h)LAPSE OF RESTRICTED PERIOD.  Upon the lapse of the Restricted Period with respect to any Restricted Stock Unit, the Company shall transfer from treasury shares one share of Common Stock per Restricted Stock Unit to such Participant.  The shares of Common Stock shall not be subject to the restrictions imposed in the Award and shall not be considered Restricted Stock under the Stock Plan.  The Company shall take all appropriate steps to effect the foregoing

(i)WITHHOLDING TAXES.  The Company shall have the right to withhold shares of Common Stock deliverable to a Participant, reduce the number of Restricted Stock Units to satisfy any withholding tax obligation that may arise in connection with an Award or otherwise cause the Participant to satisfy such obligation in a manner consistent with the Stock Plan.  The Company may in certain cases determine to award the Participant a sum sufficient to satisfy such withholding tax (in which case the Company may also award to such Participant a sum sufficient to pay income taxes incurred as a result of such award).

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EX-99.3

Exhibit 99.3

Press Release

Contact:Abbe Serphos, 212-556-4425, E-mail:  serphos@nytimes.com
This press release can be downloaded from www.nytco.com

THE NEW YORK TIMES COMPANY APPOINTS JAMES M. FOLLO SVP & CFO

Names James C. Lessersohn SVP, Corporate Development;
Stuart P. Stoller, SVP, Process Engineering;
George A. Barrios, VP, Treasurer and
R. Anthony Benten, VP, Corporate Controller

NEW YORK, December 14, 2006—The New York Times Company announced today the appointment of James M. Follo as senior vice president and CFO.  Mr. Follo, who most recently served as chief financial and administrative officer of Martha Stewart Living Omnimedia, Inc., succeeds Leonard P. Forman, who is retiring at the end of December.

The Company also announced the promotions of several key leaders:

·James C. Lessersohn, vice president, finance and corporate development, has been named senior vice president, corporate development.

·Stuart P. Stoller, vice president, process engineering and corporate controller, has been named senior vice president, process engineering.

·George A. Barrios, CFO and senior vice president, New England Media Group, has been named vice president, treasurer.

·R. Anthony Benten, vice president, treasurer, has been named vice president, corporate controller.

All of the appointments are effective January 8. Messrs. Follo and Lessersohn will report to Janet L. Robinson, the Company’s president and CEO.  Messrs. Stoller, Barrios and Benten will report to Mr. Follo.

In making the announcement, Ms. Robinson said, “We are delighted to welcome Jim Follo to The Times Company.  He is a seasoned financial executive with a strong background in accounting, systems, audit, tax and treasury.  His extensive track record working with a wide range of media and in communicating with Wall Street will be extraordinarily valuable as we execute on our multi-platform strategy.

“We are extremely fortunate to have a very talented group of leaders to take on several other important positions.  Jim Lessersohn played a key role in our highly successful acquisition of About.com as well as other complementary acquisitions and investments.  Going forward we expect him to continue to work on rebalancing our portfolio of businesses.  Stu Stoller is a proven executive with a strong command of our businesses.  He has led our initiatives to improve our operational efficiency and to decrease fixed and variable costs, which have resulted in savings of $120 million over the past two years.  Stu will continue to focus on productivity and cost reductions in his new position.

“George Barrios’s skills and extensive experience in financial management, as demonstrated in his innovative approach to streamlining the New England Media Group’s processes, will serve us very well as he assumes the treasurer position.  Tony Benten’s accounting background, as well as the financial acumen he displayed in capital allocation, investing and financing decisions, will benefit us as we continue to strengthen our financial reporting.”

Mr. Follo, 47, served as chief financial and administrative officer of Martha Stewart Living Omnimedia, Inc. from 2001 to 2006, and as senior vice president, finance and controller from 1998 to 2001.  From 1994 to 1998, he was with General Media International, Inc., a diversified publishing company, most recently as executive vice president, CFO and treasurer.  Before that, Mr. Follo, who is a certified public accountant, was with Grant Thornton, an independent public accounting firm, from 1984 to 1994, leaving as a senior audit manager.

Mr. Lessersohn, 51, joined the Times Company in 1987 as a project manager in strategic planning and was named vice president, finance and corporate development for the Company in 2001.  From 1979 until 1987, Mr. Lessersohn held positions of increasing responsibility at The New York Daily News and Affiliated Publications, The Boston Globe’s previous parent company.  He represents the Company on the boards of its two forest products investments and New England Sports Ventures, LLC.

Mr. Stoller, 51, was named vice president, process engineering and corporate controller for The Times Company in 2005.  He joined the Company from Coopers & Lybrand as vice president and corporate controller in 1996.  Before that, Mr. Stoller spent 15 years at R.H. Macy & Company, leaving as senior vice president for control and accounting.  Before working at Macy’s, Mr. Stoller, was an accountant with Deloitte & Touche LLP from 1977 to 1980.  He is a certified public accountant.

Mr. Barrios, 41, was named CFO in 2002 of the New England Media Group, which includes The Boston Globe; BostonWorks; GlobeDirect, the Globe’s direct mail subsidiary; the Worcester Telegram & Gazette; and the related Web sites of both newspapers.  From 2000 to 2001, Mr. Barrios served as president and chief operating officer of Netsilicon, a publicly traded fabless semiconductor company.  From 1994 to 2000, Mr. Barrios served in several financial and general management roles at Praxair, Inc., including his last role as division CFO for the global semiconductor materials business unit and general manager for North American operations of that business.  From 1989 to 1994, Mr. Barrios held several financial management positions for HBO, a Time Warner company.  Mr. Barrios is a certified public accountant.

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Mr. Benten, 43, joined the Times Company in 1989 as a financial analyst in the Treasury Department.  He was named vice president in 2003 and treasurer in 2001, after having served as assistant treasurer since 1997.  He has served in various positions in the Treasury Department and the Forest Products Group.  Before joining the Company, Mr. Benten was an accountant at Deloitte & Touche LLP from 1987 to 1989.  He is a certified public accountant.

The New York Times Company (NYSE: NYT), a leading media company with 2005 revenues of $3.4 billion, includes The New York Times, the International Herald Tribune, The Boston Globe, 15 other daily newspapers, nine network-affiliated television stations, two New York City radio stations and 35 Web sites, including NYTimes.com, Boston.com and About.com.  The Company’s core purpose is to enhance society by creating, collecting and distributing high-quality news, information and entertainment.

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