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): November 20, 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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On November 20, 2017, The New York Times Company (the “Company”) sent a notice required by Rule 104 of the Securities and Exchange Commission’s Regulation BTR (the “Notice”) to its directors and executive officers informing them of upcoming restrictions on the trading of Company Class A common stock (the “Common Stock”) due to a planned blackout period related to The New York Times Companies Supplemental Retirement and Investment Plan (the “401(k) plan”).
The blackout period is required to facilitate the elimination of The New York Times Company Stock Fund (the “Company Stock Fund”) as an investment option under the 401(k) plan, and the liquidation of shares of Common Stock currently held in the Company Stock Fund. The blackout period will begin on December 20, 2017, at 4:00 p.m., and is expected to end no later than the week ending December 30, 2017. During the blackout period, participants in the 401(k) plan will be unable to direct or diversify investments in the Company Stock Fund and/or take certain withdrawals, loans or distributions from the portion of the participant’s account invested in the Company Stock Fund.
As described in the Notice, during the blackout period, the Company’s directors and executive officers will be prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity security of the Company acquired in connection with their service or employment as a director or executive officer, subject to limited exceptions. The term equity security includes, without limitation, Common Stock, options and other derivatives.
During the blackout period, and for a period of two years after the end date thereof, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period, by contacting Ellen C. Shultz, Executive Vice President, Talent and Inclusion, or Diane Brayton, Executive Vice President, General Counsel and Secretary. Each can be reached at (212) 556-1234 or by mail at The New York Times Company, 620 Eighth Avenue, New York, New York 10018.
A copy of the Notice is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| Exhibit 99.1 | Notice of Trading Blackout Period, dated November 20, 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: November 20, 2017 | By: | /s/ Diane Brayton | ||||
| Diane Brayton | ||||||
| Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||
Exhibit 99.1
MEMORANDUM
| TO: | Directors and Executive Officers of The New York Times Company | |
| FROM: | Ellen C. Shultz, Executive Vice President, Talent and Inclusion | |
| DATE: | November 20, 2017 | |
| RE: | Important Notice Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities | |
This notice is to inform you of significant restrictions on your ability to trade in shares of The New York Times Company (the “Company”) Class A common stock (the “Common Stock”) during an upcoming “blackout period” that will apply to The New York Times Companies Supplemental Retirement and Investment Plan (the “401(k) plan”).
This blackout period is required to facilitate the elimination of The New York Times Company Stock Fund (the “Company Stock Fund”) as an investment option under the 401(k) plan, and the liquidation of shares of Common Stock currently held in the Company Stock Fund.
The blackout period will begin on December 20, 2017, at 4:00 p.m., and end no later than the week ending December 30, 2017 (such period, the “Blackout Period”). During the Blackout Period, participants in the 401(k) plan will be unable to direct or diversify investments in the Company Stock Fund and/or take certain withdrawals, loans or distributions from the portion of the participant’s account invested in the Company Stock Fund.
Your ability to trade in Company Common Stock is affected by the Blackout Period. Under the Sarbanes-Oxley Act of 2002 and related Securities and Exchange Commission rules, during the Blackout Period, directors and executive officers are, with limited exceptions, prohibited from purchasing, selling or otherwise acquiring or transferring any equity security of the Company acquired in connection with their service or employment as a director or executive officer. The term “equity security” is defined broadly to include Common Stock, options and other derivatives. Transactions covered by this trading restriction are not limited to those involving your direct ownership, but also include any transaction in which you may have a pecuniary interest (for example, transactions by your immediate family members living in your household).
Specifically, during the Blackout Period, SEC rules prohibit you from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any Company equity securities, subject to certain limited exceptions.
This restriction should have little or no impact on you because, during the Blackout Period, you will already be precluded from trading under the Company’s Insider Trading Policy, which disallows transactions in Company equity securities outside of Company-established window periods (in this case, until after the Company’s public release of fourth quarter 2017 earnings results).
If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.
If you have any questions concerning this notice or the Blackout Period, including when the Blackout Period has started or ended, please feel free to call me at (212) 556-1234 or Diane Brayton, Executive Vice President, General Counsel and Secretary, at (212) 556-1234, or contact either of us by mail at The New York Times Company, 620 Eighth Avenue, New York, New York 10018.