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 16, 2012
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.) |
|
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 (see General Instruction A.2. below):
⃞ 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the February 16, 2012, meeting of the Board of Directors (the “Board”) of The New York Times Company (the “Company”), on the recommendation of the Nominating & Governance Committee, the Board approved a slate of candidates for the Company’s Board of Directors for election to the Board at the Company’s 2012 annual meeting of stockholders, which is currently scheduled to be held on April 25, 2012. Lynn Dolnick will retire from the Board upon the expiration of her current term at the annual meeting and, accordingly, is not standing for re-election. Other than Ms. Dolnick, all of the current directors will stand for re-election. In addition, Steven B. Green, the husband of a fourth-generation member of the Ochs-Sulzberger family, has been nominated to stand for election as a director.
A copy of the Company’s press release dated February 16, 2012, 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 16, 2012 |
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 |
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| Date: | February 16, 2012 | By: |
/s/ Kenneth A. Richieri |
|
Kenneth A. Richieri |
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|
Senior Vice President and |
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|
General Counsel |
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Exhibit List
|
Exhibit 99.1 |
The New York Times Company Press Release dated February 16, 2012 |
Exhibit 99.1
The New York Times Company Announces Nomination for Board of Directors
NEW YORK--(BUSINESS WIRE)--February 16, 2012--The New York Times Company announced today that its Board of Directors nominated Steven B. Green to stand for election as a director at its Annual Meeting of Stockholders on April 25. Lynn Dolnick, a director since 2005, is retiring and will not be standing for re-election. Other than Ms. Dolnick, all of the current directors will stand for re-election.
“I am delighted to have Steven nominated to serve on our Board,” said Arthur Sulzberger Jr., chairman and chief executive officer. “Steven, who is married to my sister Cindy, a fourth-generation member of the Ochs/Sulzberger family, brings a superb understanding of complex financial issues and a deep appreciation of our Company’s historic mission and long-term business objectives.”
“My cousin Lynn has served with great dedication since joining the Board in 2005,” said Mr. Sulzberger Jr. “We are grateful for her invaluable advice and counsel during these past years.”
Mr. Green, 47, is general partner of Ordinance Capital L.P., a Florida-based investment firm. He received a bachelor’s degree in economics from Duke University in 1986 and a master’s degree in real estate development in 1988 and an M.B.A. in 1996, both from Columbia University.
About The New York Times Company
The New York Times Company (NYSE: NYT), a leading global, multimedia news and information company with 2011 revenues of $2.3 billion, includes The New York Times, the International Herald Tribune, The Boston Globe, NYTimes.com, BostonGlobe.com, Boston.com, About.com and related properties. 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
Robert H. Christie,
212-556-1981
robert.christie@nytimes.com
or
Abbe
Serphos, 212-556-4425
serphos@nytimes.com