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): June 7, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) On June 7, 2017, The New York Times Company (the “Company”) announced that it has promoted Meredith Kopit Levien to the position of Executive Vice President and Chief Operating Officer, effective immediately. Ms. Kopit Levien, 46, has served as Executive Vice President and Chief Revenue Officer of the Company since April 2015. She joined the Company in August 2013 as Executive Vice President of Advertising, having previously served as Chief Revenue Officer of Forbes Media LLC from 2011 to 2013.
A copy of the Company’s press release dated June 7, 2017, announcing Ms. Kopit Levien’s promotion, is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
In light of her increased duties and responsibilities as Executive Vice President and Chief Operating Officer, the Compensation Committee of the Company’s Board of Directors approved increases in Ms. Kopit Levien’s compensation. The Committee set Ms. Kopit Levien’s annual base salary at $750,000, effective June 7, 2017, and set her targeted 2017 annual incentive compensation at 100% of base salary and total targeted value of her 2017-2019 long-term performance awards at 133% of base salary. The increases to her target annual and long-term incentive compensation were both prorated for 2017. The additional 2017 annual incentive compensation and 2017-2019 long-term performance awards are on the same terms as those granted to Company executives (including Ms. Kopit Levien) in February 2017 as part of the Company’s annual incentive grants. In addition, the Compensation Committee awarded Ms. Kopit Levien restricted stock units for 56,736 shares of the Company’s Class A Common Stock (with a market value of approximately $1 million), which will vest ratably on the first five anniversaries of the grant date.
(e) The information set forth in the paragraph above under Item 5.02(c) is incorporated by reference into this Item 5.02(e).
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| Exhibit 99.1 | The New York Times Company Press Release, dated June 7, 2017. | |
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: June 7, 2017 |
By: | /s/ Diane Brayton | ||
| Diane Brayton | ||||
| Executive Vice President, General Counsel and Secretary | ||||
Exhibit List
| Exhibit |
Description | |
| Exhibit 99.1 | The New York Times Company Press Release, dated June 7, 2017. | |
Exhibit 99.1
THE NEW YORK TIMES COMPANY NAMES MEREDITH KOPIT LEVIEN
CHIEF OPERATING OFFICER
New Role and New Digital Organization to Accelerate Digital Execution
NEW YORK, Wednesday, June 7—The New York Times Company today announced that Meredith Kopit Levien has been promoted to the position of executive vice president and chief operating officer effective immediately. In this new role, Ms. Kopit Levien will oversee the teams responsible for product, design, audience and brand, consumer revenue, advertising and NYT Beta.
The promotion is part of a broader reshaping of The Times’s digital departments, aimed at streamlining and accelerating the operations of the rapidly growing digital businesses. Product and design, a new integrated department that will lead the development of The Times’s digital products, will report into the operations group, as will NYT Beta, the department that develops and manages new digital products like Cooking. Ms. Kopit Levien will continue to report to President and CEO Mark Thompson. The technology and data groups will now report directly to Mr. Thompson as well.
Kinsey Wilson’s position of executive vice president, product and technology is being eliminated in the reorganization. Mr. Wilson has decided not to stay on in an alternative permanent role at The New York Times. But he will advise Mr. Thompson, Executive Editor Dean Baquet and other senior leaders on a range of strategic matters. In particular, he will continue to play a central role in developing The Times’s relationships with other major digital platforms, and guide the creation of an expanded audio strategy.
Mr. Thompson said, “During Kinsey’s tenure as the head of product and technology, The Times continued to build the best and most commercially successful digital news products in the world and assembled a brilliant team of engineers, designers and product and data specialists. I am profoundly grateful to him for his vision, his immense expertise and his creativity. Kinsey played a key part in the development of podcasting at the company and the launch of The Daily, our wildly popular audio report. I am delighted he has agreed to stay on as an advisor.”
“We’ve seen striking success in digital in recent quarters, with remarkable growth in audiences, subscriber numbers and digital advertising revenue. But I believe we have the opportunity to move even faster by simplifying and streamlining decision-making and digital execution at the company,” continued Mr. Thompson. “Meredith is a force of nature who has already transformed our advertising and marketing departments. As COO, she will have the task of leading and coordinating our digital operations, from audience identification and brand marketing, to product innovation and development, to monetization. Meredith combines great strategic insight and a profound commitment to The Times’s journalistic mission with a spectacular track record of building digital teams and businesses.”
Under Ms. Kopit Levien’s watch, The Times has nearly eclipsed 2 million digital-only news subscriptions, launched both T Brand Studio, a Cannes Mobile Grand Prix award-winning marketing agency, and Paid Posts, a standard setter in native advertising. She joined the company in August 2013 as executive vice president of advertising and was named chief revenue officer in April 2015. She previously served as chief revenue officer at Forbes Media.
Mr. Wilson joined The Times in February 2015 as editor for innovation and strategy and soon thereafter took on the added role of executive vice president, product and technology, in March 2015. Previously, he oversaw NPR’s global news-gathering, programming and digital operations as executive vice president and chief content officer.
The New York Times Company is a global media organization dedicated to enhancing society by creating, collecting and distributing high-quality news and information. The Company includes The New York Times, NYTimes.com and related properties. It is known globally for excellence in its journalism, and innovation in its print and digital storytelling and its business model. Follow news about the company at @NYTimesComm.
# # #