-----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, U/WgnylkEBUgN45w0cSAR5MQvqV18739s8iK8fUNmL5RjuBh92wVoFZC2+KhcFg1 4ybcs/lQAnwUvk1ICtzbCg== 0001157523-08-001278.txt : 20080212 0001157523-08-001278.hdr.sgml : 20080212 20080212164753 ACCESSION NUMBER: 0001157523-08-001278 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080212 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 08599059 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 a5608330.htm THE NEW YORK TIMES COMPANY 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): February 12, 2008

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)

(IRS Employer

Identification No.)

620 Eighth Avenue, New York, New York

 

10018

(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:

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

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

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

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


Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 12, 2008, The New York Times Company (the "Company") announced that Robert Denham and Dawn Lepore have agreed to be nominated to stand for election as directors at the Company’s next annual meeting of stockholders, which is currently scheduled to be held on April 22, 2008. The Company also announced that Brenda Barnes and James Kilts will not be standing for re-election at this year's annual meeting and, accordingly, they will step down from the Company's Board of Directors upon the expiration of their current terms at the annual meeting.

A copy of the Company’s press release dated February 12, 2008, relating to these matters is attached as Exhibit 99.1 to this Form 8-K. Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.

         (d)  Exhibits

Exhibit 99.1   The New York Times Company Press Release dated February 12, 2008



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: February 12, 2008 By:

 /s/ Rhonda L. Brauer

Rhonda L. Brauer

Secretary and

Corporate Governance Officer


Exhibit List

 
Exhibit 99.1 The New York Times Company Press Release dated February 12, 2008

EX-99.1 2 a5608330ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

The New York Times Company Announces Robert Denham and Dawn Lepore Have Agreed to Stand for Election to Its Board

NEW YORK--(BUSINESS WIRE)--Feb. 12, 2008--The New York Times Company announced today that Robert Denham and Dawn Lepore have agreed to stand as nominees for election to the Company's Board of Directors at the 2008 annual meeting of stockholders on April 22.

Mr. Denham is a partner in the law firm of Munger, Tolles & Olson LLP, having previously served as managing partner, and from 1992-1998 he served as the chairman and CEO of Salomon Inc, a global investment bank. Mr. Denham also serves on the board of Chevron Corporation, Wesco Financial Corporation, Fomento Economico Mexicano, S.A.B. de C.V. and Alcatel-Lucent.

Ms. Lepore serves as the CEO and chairman of drugstore.com, inc., a public company that is an online source for more than 30,000 health, beauty and wellness products. Ms. Lepore previously served as vice chairman, technology, operations and administration for The Charles Schwab Corporation and was also a member of its Executive Committee and a trustee of SchwabFunds. Ms. Lepore currently serves on the board of eBay, Inc. and previously served on the board of Wal-Mart.

“We are delighted that these two exceptional individuals have agreed to be nominees for election by our shareholders,” said Arthur Sulzberger, Jr., chairman of The New York Times Company. “Bob Denham brings stellar financial and legal experience as well as a broad strategic perspective to our Board. Dawn Lepore is highly respected with deep experience in the digital sphere and strong relationships in both Silicon Valley and the Seattle technology community. The skills, expertise and leadership qualities of these two nominees will greatly benefit our Company during this time of tremendous change in the media world.”

The Company also announced that two directors, Brenda Barnes and James Kilts, will not be standing for re-election at this year's annual meeting.

Mr. Sulzberger said, “We are immensely grateful for Brenda’s and Jim’s many contributions to the success of our Company. Their wise counsel and expertise has served us well. We will miss them and wish them both the very best.”

The announcement of the complete slate of directors to be voted on by the Class A and Class B shareholders will be made later this month.

The New York Times Company (NYSE: NYT), a leading media company with 2007 revenues of $3.2 billion, includes The New York Times, the International Herald Tribune, The Boston Globe, 15 other daily newspapers, WQXR-FM and more than 50 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.

This press release can be downloaded from www.nytco.com

CONTACT:
The New York Times Company
Catherine J. Mathis, 212-556-1981
mathis@nytimes.com

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