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 15, 2011

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.

(b) On December 15, 2011, Janet L. Robinson, the President and Chief Executive Officer of The New York Times Company (the “Company”) provided notice to the Company that, effective December 31, 2011, she will retire from employment with the Company, and also resign from the Company’s Board of Directors. Arthur Sulzberger Jr., Chairman of the Board and Publisher of The New York Times, will serve as interim Chief Executive Officer until a replacement is approved by the Board.

In connection with Ms. Robinson’s retirement, she and the Company have entered into a retirement and consulting agreement, dated as of December 15, 2011 (the “Retirement and Consulting Agreement”), setting forth the terms of her retirement and a post-retirement consulting arrangement.

Pursuant to the Retirement and Consulting Agreement, following Ms. Robinson’s retirement, she will make herself available to consult with the Company regarding matters with which she was involved or has knowledge on an as-needed basis for one year. Ms. Robinson will be paid $4,500,000, payable over the 12-month consulting period, in consideration for her consulting services and her agreement to certain restrictive covenants (described below). The Company has agreed to continue Ms. Robinson’s coverage in the Company’s group health plans through COBRA during the one year following her retirement at the same cost as for active employees, and Ms. Robinson will also receive all other compensation and benefits to which she is entitled following her retirement pursuant to the terms of the Company’s benefit plans and programs, subject to several adjustments. Ms. Robinson will be subject to two-year non-competition, non-solicitation and non-disparagement covenants, a three-year cooperation covenant and an indefinite confidentiality covenant.

The Retirement and Consulting Agreement also provides for Ms. Robinson’s and the Company’s mutual releases.

(c) Arthur Sulzberger Jr. will serve as interim Chief Executive Officer. Mr. Sulzberger Jr., 60, has served as Chairman of the Company from 1997, and Publisher of The New York Times from 1992. He is the cousin of Michael Golden, Vice Chairman, and President and Chief Operating Officer, Regional Media Group, and a director, and the cousin of Lynn G. Dolnick, a director. In addition, Carolyn D. Greenspon, a director, is the daughter of a cousin of Mr. Sulzberger Jr.

(e) The description of the Retirement and Consulting Agreement set forth in Item 5.02(b) above is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 99.1	The New York Times Company Press Release dated December 15, 2011

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, 2011	By:	/s/ Kenneth A. Richieri
		Kenneth A. Richieri
		Senior Vice President and General Counsel

Exhibit List

Exhibit Number	Description
Exhibit 99.1	The New York Times Company Press Release dated December 15, 2011

EX-99.1

Exhibit 99.1

Press Release

Contact: Robert H. Christie 212-556-1981; robert.christie@nytimes.com

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

The New York Times Company Announces Management Changes

CEO Janet Robinson to Retire at Year-End;

Board Appoints Arthur Sulzberger Jr. as Interim CEO

NEW YORK, Dec. 15, 2011—The New York Times Company (NYSE: NYT) announced today that Janet L. Robinson, 61, president and chief executive officer since 2004, will retire on December 31, 2011. Arthur Sulzberger Jr., currently chairman of the Company and publisher of The New York Times, will serve as chief executive officer on an interim basis. Ms. Robinson also will step down as a director of the Company on December 31, 2011. She has agreed to serve as a consultant to the Company for one year.

“On behalf of the Board and the entire New York Times Company I want to thank Janet for her significant contributions during her career, especially during the challenging years we most recently faced,” said Mr. Sulzberger Jr. “Among her accomplishments, she has led our continuing transition to a multi-platform company and directed steps that resulted in an improved liquidity position and significant cost reductions. This was achieved during an uneven economic recovery and challenging advertising environment.”

Ms. Robinson said: “The New York Times Company has been my home for 28 years and I leave with mixed emotions. I am grateful for the opportunity to have worked with so many outstanding people over the years, and I am particularly proud of my role in helping to navigate through one of the most difficult periods in publishing history as we transitioned from traditional print journalism to the digital world. At the same time, the Company’s course is set and I am excited by new opportunities that await me.”

Ellen R. Marram, presiding director of The New York Times Company’s Board of Directors, said, “The entire Board is extremely appreciative of Janet’s significant accomplishments during her tenure as CEO. As we turn to the future, we are fortunate in the strength of our management team under the leadership of Arthur Sulzberger Jr. While we initiate the search and assess the characteristics for The New York Times Company’s next CEO, the Company will continue to execute on the strategy to transform our business via a combination of prudent fiscal management, a strong focus on ongoing digital initiatives and pursuit of new growth opportunities.”

The Company is initiating a search for a new CEO and it will seek qualified candidates both internally and externally.

About Ms. Robinson

Janet L. Robinson became president and chief executive officer of The New York Times Company on December 27, 2004. As chief executive, Ms. Robinson had primary responsibility for overseeing and coordinating all of the Company’s operations and business units and for working closely with the chairman to chart the future direction of the Company. Previously, she had served as chief operating officer and executive vice president since February 2004. From February 2001 until January 2004, she served as senior vice president, newspaper operations for The New York Times Company. In this role, she led the operations of all of the Company’s newspaper properties, which include The New York Times, The Boston Globe, the International Herald Tribune and the regional newspapers. She also held the position of president and general manager of The New York Times newspaper from 1996 until 2004. Ms. Robinson was elected a director of the Company in December 2004.

About The New York Times Company

The New York Times Company (NYSE: NYT), a leading media company with 2010 revenues of $2.4 billion, includes The New York Times, the International Herald Tribune, The Boston Globe, 15 other daily newspapers and more than 50 Web sites, including NYTimes.com, BostonGlobe.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.