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): April 19, 2018

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 April 19, 2018, the Board of Directors of The New York Times Company (the “Company”) appointed Roland A. Caputo as Executive Vice President and Chief Financial Officer, effective Monday, April 30. Mr. Caputo, 57, has served as Executive Vice President, Print Products and Services Group, since March 2013 and as Interim Chief Financial Officer since March 1, 2018, following the retirement of James Follo, the Company’s previous Chief Financial Officer, on February 28, 2018. Previously, Mr. Caputo served as Senior Vice President and Chief Financial Officer of The New York Times Media Group, then a division of The New York Times Company, from 2008 to 2013.

A copy of the Company’s press release dated April 26, 2018, announcing Mr. Caputo’s appointment, is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.

In light of his increased duties and responsibilities as Chief Financial Officer, the Compensation Committee of the Company’s Board of Directors approved increases in Mr. Caputo’s compensation. The Committee set Mr. Caputo’s annual base salary at $520,000, effective April 30, 2018, and set his targeted 2018 annual incentive compensation at 70% of base salary and total targeted value of his 2018-2020 long-term performance awards at $650,000. The increases to his target annual and long-term incentive compensation were both prorated for 2018. The additional 2018 annual incentive compensation and 2018-2020 long-term performance awards are on the same terms as those granted to Company executives (including Mr. Caputo) in February 2018 as part of the Company’s annual incentive grants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 99.1	The New York Times Company Press Release, dated April 26, 2018.

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: April 26, 2018	By:	/s/ Diane Brayton
		Diane Brayton Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

For Media: Eileen Murphy, 212-556-1982; eileen.murphy@nytimes.com

For Investors: Harlan Toplitzky, 212-556-7775; harlan.toplitzky@nytimes.com

THE NEW YORK TIMES COMPANY APPOINTS ROLAND A. CAPUTO

AS NEW CHIEF FINANCIAL OFFICER

NEW YORK, April 26, 2018 – The New York Times Company announced today that Roland A. Caputo has been named chief financial officer. His appointment is effective on Monday, April 30, 2018, and he will report to the company’s chief executive officer, Mark Thompson.

Mr. Caputo, a 32-year veteran of the company, has been executive vice president of The Times’s Print Products and Services Group since March, 2013. In addition, he has been the company’s interim C.F.O. since March 1st of this year.

“We interviewed a number of extremely qualified candidates for this role, both inside and outside of our organization,” said Mr. Thompson. “What set Roland apart is the perfect combination of skills and experiences. He is one of our finest and most trusted executives, completely dedicated to operational excellence. He’s a strategist who has been very involved in helping to shape the current strategic direction of the organization. And, he has broad and deep financial experience, having previously served as C.F.O. of The New York Times Media Group. I’m really delighted that we will have him in this very key role moving forward.”

The Print Products and Services Group was formed in 2013 and under Mr. Caputo’s leadership, there has been a renewed spirit of innovation with a focus on profitability in the Company’s print operations, which remain critically important to The Times’s success. He will continue to oversee this group as C.F.O.

Mr. Caputo, 57, began his career as a financial analyst at Gimbels, the department store. He joined The Times in 1986 and has served in a series of key financial and strategic roles in various parts of the organization. Prior to his current role, Mr. Caputo was senior vice president and chief financial officer for The New York Times Media Group where he was responsible for the financial functions at The New York Times, nytimes.com and The International Herald Tribune. In prior roles, he oversaw all of The Times’s circulation business, production, distribution and labor relations.

He received a B.A. in economics, magna cum laude, from the State University of New York at Oneonta and an M.B.A. in finance and applied economics from the University of Rochester. Mr. Caputo replaces Jim Follo, who retired from The Times Company in February 2018.

About The New York Times Company

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 @NYTimesPR.