UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As described in Item 5.07 of this Current Report on Form 8-K, at the annual meeting of stockholders (the “Annual Meeting”) of The New York Times Company (the “Company”), held on April 26, 2023, the stockholders of the Company approved The New York Times Company 2023 Employee Stock Purchase Plan (the “ESPP”).
The ESPP is a broad-based plan intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (“Section 423”). The ESPP provides employees with the right to purchase shares of Class A stock through payroll deduction. A total of 8,000,000 shares of Class A stock have been reserved for issuance under the ESPP.
For a further description of the terms and conditions of the ESPP, as approved by the Company’s stockholders, see “Proposal Number 3—Approval of The New York Times Company 2023 Employee Stock Purchase Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 10, 2023 (the “Proxy Statement”), which description is incorporated herein by reference.
The foregoing description of the ESPP, including the description contained in the Proxy Statement, is qualified in its entirety by reference to the full text of the ESPP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company’s Annual Meeting was held on April 26, 2023. At the Annual Meeting, the Company’s stockholders voted on five 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) |
|
|||||||||||
Beth Brooke |
141,469,374 | 2,110,502 | 8,638,181 | |||||||||
Rachel Glaser |
140,776,653 | 2,803,223 | 8,638,181 | |||||||||
Brian P. McAndrews |
139,366,677 | 4,213,199 | 8,638,181 | |||||||||
John W. Rogers, Jr. |
136,930,558 | 6,649,318 | 8,638,181 | |||||||||
(Vote results of Class B common stockholders) |
||||||||||||
Amanpal S. Bhutani |
761,737 | 0 | 2,284 | |||||||||
Manuel Bronstein |
761,737 | 0 | 2,284 | |||||||||
Arthur Golden |
761,617 | 120 | 2,284 | |||||||||
Hays N. Golden |
761,617 | 120 | 2,284 | |||||||||
Meredith Kopit Levien |
761,737 | 0 | 2,284 | |||||||||
David Perpich |
761,617 | 120 | 2,284 | |||||||||
A.G. Sulzberger |
761,617 | 120 | 2,284 | |||||||||
Rebecca Van Dyck |
761,737 | 0 | 2,284 |
Proposal Number 2 — 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 31, 2023. The results of the vote taken were as follows:
For |
Against |
Abstain |
Broker Non-Vote | |||
150,583,941 | 835,097 | 1,563,040 | Not applicable |
Proposal Number 3 — Approval of The New York Times Company 2023 Employee Stock Purchase Plan
The stockholders (with Class A and Class B common stockholders voting together) approved The New York Times Company 2023 Employee Stock Purchase Plan. The results of the vote taken were as follows:
For |
Against |
Abstain |
Broker Non-Vote | |||
143,897,361 | 334,278 | 109,974 | 8,640,465 |
Proposal Number 4 — 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:
For |
Against |
Abstain |
Broker Non-Vote | |||
758,337 | 3,340 | 60 | 2,284 |
Proposal Number 5 — Advisory vote on frequency of future advisory votes to approve executive compensation
The Class B common stockholders approved the advisory resolution on the frequency of future advisory votes to approve executive compensation. The results of the vote taken were as follows:
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Vote | ||||
761,737 | 0 | 0 | 0 | 2,284 |
Consistent with the Board’s recommendation and the vote of stockholders, the Company will continue to hold an advisory vote to approve executive compensation annually until the next required vote on the frequency of such advisory votes takes place (which the Company expects will be at its 2029 Annual Meeting).
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
Exhibit 10.1 | The New York Times Company 2023 Employee Stock Purchase Plan | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 28, 2023 | By: | /s/ Michael A. Brown | ||||
Michael A. Brown | ||||||
Vice President, Assistant General Counsel and Corporate Secretary |