Form 8-K

Against

Abstain

Broker Non-Vote

8-K 1 d530228d8k.htm FORM 8-K Form 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): May 1, 2013

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 5.07.

Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of The New York Times Company (the “Company”) was held on May 1, 2013. At the annual meeting, the Company’s stockholders voted on three proposals and cast their votes as follows:

Proposal Number 1 — Election of directors

The stockholders (with Class A and Class B common stockholders voting separately) elected all of management’s nominees for election as directors. The results of the vote taken were as follows:


Directors	For		Withheld		Broker Non-Vote

(Vote results of Class A common stockholders)

Robert E. Denham		111,450,869		11,737,097		9,867,780

Joichi Ito		120,988,617		2,199,349		9,867,780

James A. Kohlberg		118,831,386		4,356,580		9,867,780

Brian P. McAndrews		120,920,763		2,267,203		9,867,780

Doreen A. Toben		119,790,071		3,397,895		9,867,780

(Vote results of Class B common stockholders)

Raul E. Cesan		777,174		5,355		11,923

Michael Golden		770,664		11,865		11,923

Steven B. Green		770,664		11,865		11,923

Carolyn D. Greenspon		770,664		11,865		11,923

David E. Liddle		777,174		5,355		11,923

Ellen R. Marram		777,174		5,355		11,923

Thomas Middelhoff		770,664		11,865		11,923

Arthur Sulzberger, Jr.		770,664		11,865		11,923

Mark Thompson		770,664		11,865		11,923

Proposal Number 2 — Advisory vote to approve executive compensation

The Class B common stockholders approved the advisory resolution on the compensation of the Company’s named executive officers. The results of the vote taken were as follows:

Proposal Number 3 — Ratification of the selection of Ernst & Young LLP as auditors

The stockholders (with Class A and Class B common stockholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 29, 2013. The results of the vote taken were as follows:

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.