Proposal 3: Ratification of the ~~“beneficial owner~~selection of ~~shares held in street name” (also called a “street name holder”), and~~Ernst & Young LLP as auditors for the ~~Notice is forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account.~~fiscal year ending December 29, 2019.


Q:	~~What are the procedures for attending the Annual Meeting?~~


A:	All stockholders as of the record date and members of their immediate families are welcome to attend the Annual Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership on the record date. This can be the Notice,

~~THE NEW YORK TIMES COMPANY - P. 2~~

your proxy card, a brokerage statement or letter from a bank or broker indicating ownership on February 23, 2018, your voting instruction form, or a legal proxy provided by your broker, bank or other nominee.

~~We will have in place customary security measures, which may include a bag search. The use of cameras, cellphones or other recording devices will not be allowed.~~

~~You do not need to attend the Annual Meeting to vote. See “How do I cast my vote?” above.~~


Q:	How does the Board of Directors recommend voting?


A:	The Board of Directors recommends voting:

FOR each nominee to the ~~Board of Directors;~~Board;

FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

The Audit Committee of the Board recommends voting:

FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December ~~30, 2018~~29, 2019.


Q:	~~How will my stock be voted on other business brought up at the Annual Meeting?~~Who is entitled to vote?

~~By submitting your proxy, you authorize~~

The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the ~~persons named as proxies to use their discretion in voting~~close of business on ~~any other matter brought before~~March 6, 2019, may vote at the2019 Annual Meeting. As of March 6, 2019, there were 165,141,879 shares of Class A stock and 803,408 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

Proposal 1: Class A stockholders vote for the election of four of the 13 director nominees. Class B stockholders vote for the election of nine of the 13 director nominees.

Proposal 2: Class B stockholders vote on this proposal.

Proposal 3: Class A and B stockholders, voting together as a single class, vote on this proposal.


Q:	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

The ~~Company does not know~~Notice of ~~any other business~~Internet Availability of Proxy Materials (the “Notice”) that we mail to ~~be considered at~~our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our 2018 Annual Report to our stockholders by providing access to these documents on the ~~Annual Meeting.~~Internet rather than mailing printed copies, we save natural resources and reduce printing and distribution costs, while providing a convenient way to access the materials and vote. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.


Q:	~~Can~~How do I ~~change my vote or revoke my proxy?~~get electronic access to the proxy materials?

~~Yes. If you are a registered holder, you can change your vote or revoke your~~

The Notice provides instructions on how to view the proxy ~~at any time before it is voted at the~~materials for our Annual Meeting ~~subject to the voting deadlines that are described~~ on the ~~proxy card or voting instruction form, as applicable, by submitting a later-dated proxy (either by mail, telephone or Internet) or by voting by ballot~~Internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2018Annual ~~Meeting.~~Report is available at http://investors.nytco.com/investors/financials/annual-reports.

~~If you are a beneficial owner of shares, you can submit new voting instructions by contacting your broker, bank or other nominee.~~ You can ~~also vote~~elect to receive all future stockholder communications (i.e., notices of Internet availability of proxy materials and other correspondence) electronically by email instead of in ~~person at the Annual Meeting if you obtain a legal proxy as described above.~~


Q:	~~What is the quorum requirement for the Annual Meeting?~~

The holders of record of a majority of the Company’s shares of stock issued and outstanding on the record date and entitled to vote, in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting. However, the Certificate of Incorporation of the Company provides that Class A stockholders, voting separately, are entitled to elect 30% of the Board of Directors (or the nearest larger whole number) and Class B stockholders, voting separately, are entitled to elect the balance of the Board of Directors. Accordingly, with respect to the election of directors, the holders of a majority of the shares of each of the Class A and Class B stock, respectively, constitute a quorum for the election of the Board of Directors. In addition, only Class B stockholders are entitled to vote on the advisory say-on-pay vote to approve executive compensation. Accordingly, the holders of a majority of the shares of Class B stock constitute a quorum for this proposal. Broker non-votes and abstentions (as described below) are counted as present for establishing a quorum.


Q:	~~What is the voting requirement to elect the directors and to approve each of the other proposals?~~


A:	~~The voting requirements are as follows:~~

~~Proposal 1:~~ ~~Directors are elected~~print, by ~~a plurality of the votes cast. However, please see our policy described on page 21 regarding directors who do not receive more “for” votes than “withheld” votes.~~

~~Proposal 2:~~ The advisory say-on-pay vote to approve executive compensation requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal.

~~Proposal 3:~~ ~~Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending~~ ~~December 30, 2018~~, requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.

choosing this delivery method

THE NEW YORK TIMES COMPANY - P. 31


Q:	~~What is a broker non-vote?~~

in the “Investors” section of our website at http://investors.nytco.com/investors/investor-resources/annual-meeting-informationIf you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority, namely: Proposal 1 (election of the Board of Directors) and Proposal 2 (advisory vote to approve executive compensation). ~~This is called a “broker non-vote.” Your shares will be counted as present at the meeting for quorum purposes but not present and entitled to vote for purposes of these specific proposals.~~ ~~Therefore, it is very important that beneficial owners instruct their broker, bank or other nominee how they wish to vote their shares.~~

If you choose to receive future stockholder communications electronically, and we encourage you to do ~~not provide your broker, bank~~so, you will receive an email next year with instructions containing links to those materials and to the proxy voting site. Your election to receive stockholder communications by email will remain in effect until you terminate it or ~~other nominee with voting instructions with respect to Proposal 3 (ratification of~~for as long as the ~~selection of Ernst & Young LLP as auditors for the fiscal year ending~~ ~~December 30, 2018), your broker, bank or other nominee has discretion to vote your shares on this proposal, which~~email address you provided is ~~considered a “routine” management proposal.~~valid.


Q:	How ~~will broker non-votes, withheld votes and abstentions affect the voting results?~~do I cast my vote?


A:	Pursuant to the Company’s By-laws, withheld votes and broker non-votes will have no effect on the election of directors; broker non-votes will have no effect on advisory Proposal 2; and abstentions will have the same effect as votes against advisory Proposal 2 and Proposal 3.


Q:	~~Who pays for the solicitation of proxies and how are they solicited?~~

~~Proxies are solicited~~You can vote your shares either by ~~our Board of Directors. The Company bears the costs of the solicitation of the proxies on behalf of the Board of Directors. Our directors, officers~~proxy or ~~employees may solicit proxies~~ in person or by mail, telephone, facsimile or electronic transmission. The costs associated with the solicitation of proxies include the cost of preparing, printing and mailing our proxy materials, the Notice and any other information we send to stockholders.

We also pay banks, brokers and other persons representing beneficial owners of shares held in street name certain fees associated with forwarding our proxy materials and obtaining beneficial owners’ voting instructions. We reimburse those firms for their reasonable expenses in accordance with applicable rules. In addition, we have engaged Alliance Advisors, LLC to assist in soliciting proxies for an estimated fee of $9,000, plus out-of-pocket expenses and certain administrative fees.


Q:	~~Who will serve as inspector of election?~~

~~We have engaged Broadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes~~ at the Annual Meeting. If you choose to vote by proxy, you may do so by using the Internet or the designated toll-free telephone number, or if you received a printed copy of the proxy materials, by mail. Whichever method you use, for your proxy to be counted, it must be received by 11:59 p.m. Eastern Time on May 1, 2019. Each of these procedures is more fully explained below.

~~THE NEW YORK TIMES COMPANY - P. 4~~

Vote by Internet

~~GLOSSARY OF CERTAIN TERMS~~

~~To improve~~You can vote your shares by Internet on the readability of this Proxy Statement, we use certain shortened “defined terms” to refer to various terms that are used frequently. These defined terms are generally provided the first time the longer term appears in the text and, for your convenience, are also set forth below.

~~“1991 Incentive Plan” means the Company’s 1991 Executive Stock Incentive Plan;~~

“1997 Trust” means the trust created in 1997 by the four children of Iphigene Ochs Sulzberger (Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger (the latter three of whom are deceased) (the “Grantors”)) for the benefit of each of the Grantors and his or her family;

~~“2010 Incentive Plan” means The New York Times Company 2010 Incentive Compensation Plan;~~

~~“Class A stock” means the Company’s Class A Common Stock, $.10 par value per share;~~

~~“Class B stock” means the Company’s Class B Common Stock, $.10 par value per share;~~

~~“Company” means The New York Times Company;~~

~~“Company 401(k) Plan” means The New York Times Companies Supplemental Retirement and Investment Plan;~~

~~“Directors’ Deferral Plan” means the Company’s Non-Employee Directors Deferral Plan;~~

~~“NYSE” means the New York Stock Exchange;~~

~~“Pension Plan” means The New York Times Companies Pension Plan;~~

~~“Restoration Plan” means The New York Times Company Savings Restoration Plan;~~

~~“say-on-pay vote” means the advisory vote to approve executive compensation under Proposal 2;~~

~~“SEC” means the U.S. Securities and Exchange Commission;~~

~~“SERPs” means, collectively, The New York Times Company Supplemental Executive Retirement Plan (“SERP I”) and The New York Times Company Executive Unfunded Plan II (“SERP II”);~~

~~“SESP” means The New York Times Company Supplemental Executive Savings Plan; and~~

“Trustees” means the current trustees of the 1997 Trust: Theresa Dryfoos, David Golden, Gertrude A.L. Golden, Hays N. Golden, Steven B. Green, A.G. Sulzberger, Arthur Sulzberger, Jr. and Margot Golden Tishler.

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR~~

~~THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON~~ ~~APRIL 19, 2018~~.

~~This Proxy Statement is available at~~voting website, http://~~investors.nytco.com/investors/financials/proxy-statements~~www.proxyvote.com~~, and the~~ ~~2017~~ ~~Annual Report~~. Internet voting is available at ~~http://investors.nytco.com/investors/financials/annual-reports~~24 hours a day, seven days a week. Follow the instructions and have your Notice, proxy card or voting instruction form in hand, as you will need to reference your assigned Control Number(s).

~~THE NEW YORK TIMES COMPANY - P. 5~~

~~WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY~~

~~Documents Filed with the Securities and Exchange Commission~~

~~This Proxy Statement is accompanied by our~~ ~~2017~~ ~~Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which we have previously filed with the SEC and which includes audited financial statements.~~

You can obtain any of the documents we file with the SEC (including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017) by contacting us or the SEC (see below for information on contacting the SEC). To obtain documents from us, please direct requests in writing or by telephone to:

The New York Times Company

Proxy Statement

Annual Meeting of Stockholders to be Held on May 2, 2019

VOTING ON MATTERS BEFORE THE ANNUAL MEETING


Q:	What am I voting on?


A:	Stockholders are asked to vote on three items at the 2019 Annual Meeting:

Proposal 1: Election of the Board of Directors of The New York Times Company (the “Board”).

Proposal 2: Advisory vote to approve executive compensation (the “say-on-pay” vote).

Proposal 3: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 29, 2019.


Q:	How does the Board of Directors recommend voting?


A:	The Board of Directors recommends voting:

FOR each nominee to the Board;

FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

The Audit Committee of the Board recommends voting:

FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 29, 2019.


Q:	Who is entitled to vote?

The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the close of business on March 6, 2019, may vote at the 2019 Annual Meeting. As of March 6, 2019, there were 165,141,879 shares of Class A stock and 803,408 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

Proposal 1: Class A stockholders vote for the election of four of the 13 director nominees. Class B stockholders vote for the election of nine of the 13 director nominees.

Proposal 2: Class B stockholders vote on this proposal.

Proposal 3: Class A and B stockholders, voting together as a single class, vote on this proposal.


Q:	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

The Notice of Internet Availability of Proxy Materials (the “Notice”) that we mail to our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our 2018 Annual Report to our stockholders by providing access to these documents on the Internet rather than mailing printed copies, we save natural resources and reduce printing and distribution costs, while providing a convenient way to access the materials and vote. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.


Q:	How do I get electronic access to the proxy materials?


A:	The Notice provides instructions on how to view the proxy materials for our Annual Meeting on the Internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2018 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

You can elect to receive all future stockholder communications (i.e., notices of Internet availability of proxy materials and other correspondence) electronically by email instead of in print, by choosing this delivery method

THE NEW YORK TIMES COMPANY - P. 1

in the “Investors” section of our website at http://investors.nytco.com/investors/investor-resources/annual-meeting-information. If you choose to receive future stockholder communications electronically, and we encourage you to do so, you will receive an email next year with instructions containing links to those materials and to the proxy voting site. Your election to receive stockholder communications by email will remain in effect until you terminate it or for as long as the email address you provided is valid.


Q:	How do I cast my vote?

You can vote your shares either by proxy or in person at the Annual Meeting. If you choose to vote by proxy, you may do so by using the Internet or the designated toll-free telephone number, or if you received a printed copy of the proxy materials, by mail. Whichever method you use, for your proxy to be counted, it must be received by 11:59 p.m. Eastern Time on May 1, 2019. Each of these procedures is more fully explained below.

Vote by Internet

You can vote your shares by Internet on the voting website, http://www.proxyvote.com. Internet voting is available 24 hours a day, seven days a week. Follow the instructions and have your Notice, proxy card or voting instruction form in hand, as you will need to reference your assigned Control Number(s).

Vote by Telephone

You can also vote your shares by calling the toll-free telephone number provided on the voting website, http://www.proxyvote.com, and on the proxy card. Telephone voting is available 24 hours a day, seven days a week.

Vote by Mail

If you received a printed copy of the proxy materials, you can vote by completing and returning the proxy card or voting instruction form in the envelope provided. If you received a Notice, you can request a printed copy of the proxy materials by following the instructions in the Notice. If you voted by Internet or telephone, you do not need to return your proxy card or voting instruction form.

Voting in Person at the Annual Meeting

If you wish to vote in person, written ballots will be available at the Annual Meeting. If you are a beneficial or street name holder, while you are invited to attend the Annual Meeting, you may only vote your shares in person at the Annual Meeting if you bring with you a legal proxy from your broker, bank or other nominee.

Even if you plan to attend the Annual Meeting, you may still cast your vote in advance using any of the methods described above.

If you are a registered holder and submit a proxy without giving instructions, your shares will be voted as recommended by the Board.

If you are a beneficial owner of shares, voting your shares is critical due to a New York Stock Exchange (“NYSE”) rule that prohibits your broker from voting your shares on Proposals 1 and 2 without your instructions. See “What is a broker non-vote?”

If you have any questions about this NYSE rule or the proxy voting process in general, the U.S. Securities and Exchange Commission (the “SEC”) has a website (http://www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a stockholder.


Q:	What is the difference between holding shares as a registered holder and as a beneficial owner of shares held in street name?


A:	Registered Holder. If your shares are registered directly in your name on the books of the Company maintained with the Company’s transfer agent, Computershare, Inc., you are considered the “registered holder” of those shares, and the Notice is sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner of shares held in street name” (also called a “street name holder”), and the Notice is forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account.

THE NEW YORK TIMES COMPANY - P. 2


Q:	What are the procedures for attending the Annual Meeting?

All stockholders as of the record date and members of their immediate families are welcome to attend the Annual Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership on the record date. This can be the Notice, your proxy card, a brokerage statement or letter from a bank or broker indicating ownership on March 6, 2019, your voting instruction form, or a legal proxy provided by your broker, bank or other nominee.

We will have in place customary security measures, which may include a bag search. The use of cameras, cellphones or other recording devices will not be allowed.

You do not need to attend the Annual Meeting to vote. See “How do I cast my vote?” above.


Q:	How will my stock be voted on other business brought up at the Annual Meeting?


A:	By submitting your proxy, you authorize the persons named as proxies to use their discretion in voting on any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.


Q:	Can I change my vote or revoke my proxy?


A:	Yes. If you are a registered holder, you can change your vote or revoke your proxy at any time before it is voted at the Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable, by submitting a later-dated proxy (either by mail, telephone or Internet) or by voting by ballot at the Annual Meeting.

If you are a beneficial owner of shares, you can submit new voting instructions by contacting your broker, bank or other nominee. You can also vote in person at the Annual Meeting if you obtain a legal proxy as described above.


Q:	What is the quorum requirement for the Annual Meeting?


Q:	What is the voting requirement to elect the directors and to approve each of the other proposals?


A:	The voting requirements are as follows:

Proposal 1: Directors are elected by a plurality of the votes cast. However, please see our policy described on page 22 regarding directors who do not receive more “for” votes than “withheld” votes.

Proposal 2: The advisory say-on-pay vote to approve executive compensation requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal.

Proposal 3: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 29, 2019, requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.

THE NEW YORK TIMES COMPANY - P. 3


Q:	What is a broker non-vote?

If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority, namely: Proposal 1 (election of the Board of Directors) and Proposal 2 (advisory vote to approve executive compensation). This is called a “broker non-vote.” Your shares will be counted as present at the meeting for quorum purposes but not present and entitled to vote for purposes of these specific proposals. Therefore, it is very important that beneficial owners instruct their broker, bank or other nominee how they wish to vote their shares.

If you do not provide your broker, bank or other nominee with voting instructions with respect to Proposal 3 (ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 29, 2019), your broker, bank or other nominee has discretion to vote your shares on this proposal, which is considered a “routine” management proposal.


Q:	How will broker non-votes, withheld votes and abstentions affect the voting results?


A:	Pursuant to the Company’s By-laws, withheld votes and broker non-votes will have no effect on the election of directors; broker non-votes will have no effect on advisory Proposal 2; and abstentions will have the same effect as votes against advisory Proposal 2 and Proposal 3.


Q:	Who pays for the solicitation of proxies and how are they solicited?

Proxies are solicited by our Board of Directors. The Company bears the costs of the solicitation of the proxies on behalf of the Board of Directors. Our directors, officers or employees may solicit proxies in person or by mail, telephone, facsimile or electronic transmission. The costs associated with the solicitation of proxies include the cost of preparing, printing and mailing our proxy materials, the Notice and any other information we send to stockholders.


Q:	Who will serve as inspector of election?


A:	We have engaged Broadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes at the Annual Meeting.

THE NEW YORK TIMES COMPANY - P. 4

GLOSSARY OF CERTAIN TERMS

To improve the readability of this Proxy Statement, we use certain shortened “defined terms” to refer to various terms that are used frequently. These defined terms are generally provided the first time the longer term appears in the text and, for your convenience, certain defined terms are also set forth below.

“1997 Trust” means the trust created in 1997 by the four children of Iphigene Ochs Sulzberger (Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger (the “Grantors”)) for the benefit of each of the Grantors and his or her family;

“Class A stock” means the Company’s Class A Common Stock, $.10 par value per share;

“Class B stock” means the Company’s Class B Common Stock, $.10 par value per share;

“Company” means The New York Times Company;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“NYSE” means the New York Stock Exchange;

“say-on-pay vote” means the advisory vote to approve executive compensation under Proposal 2;

“SEC” means the U.S. Securities and Exchange Commission;

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2019.

This Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2018 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

THE NEW YORK TIMES COMPANY - P. 5

WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY

Documents Filed with the Securities and Exchange Commission

This Proxy Statement is accompanied by our 2018 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 30, 2018, which we have previously filed with the SEC and which includes audited financial statements.

You can obtain any of the documents we file with the SEC (including our Annual Report on Form 10-K for the fiscal year ended December 30, 2018) by contacting us or the SEC (see below for information on contacting the SEC). To obtain documents from us, please direct requests in writing or by telephone to:

The New York Times Company

620 Eighth Avenue

New York, NY 10018

Phone: (212) 556-1234

Attention: Corporate Secretary

We will send you the requested documents without charge, excluding exhibits.

Additional Information

There are a number of other sources for additional information on The New York Times Company:

SEC. We file reports, proxy statements and other information with the SEC, which can be accessed through the SEC’s website (http://www.sec.gov) or reviewed and copied at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Please call (800) 732-0330 for further information on the Public Reference Room.

NYSE. The Class A stock of The New York Times Company is listed on the NYSE, and reports and other information on the Company can be reviewed at the office of the NYSE at 11 Wall Street, New York, NY 10005.

The New York Times Company website. Our website at http://www.nytco.com provides ongoing information about the Company and its performance, including documents filed with the SEC. In addition, printable versions of the following materials can be found on the Corporate Governance section of our website at http://investors.nytco.com/investors/corporate-governance:

— Corporate Governance Principles

— Board Committee Charters:

•Audit Committee

•Compensation Committee

•Finance Committee

•Nominating & Governance Committee

•Technology & Innovation Committee

— Code of Ethics for the Executive Chairman, Chief Executive Officer and Senior Financial Officers

— Code of Ethics for Directors

— Business Ethics Policy

— Policy on Transactions with Related Persons

— Procedures Regarding Communications by Security Holders and Other Interested Parties to the Board of Directors

Please note that information contained on our website does not constitute part of this Proxy Statement.



IMPORTANT NOTE:
This Proxy Statement is dated March ~~7, 2018.~~20, 2019. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the furnishing of this Proxy Statement to stockholders shall not create any implication to the contrary.

THE NEW YORK TIMES COMPANY - P. 6

GENERAL INFORMATION

The 1997 Trust

Since the purchase of The New York Times newspaper by Adolph S. Ochs in 1896, control of The New York Times and related properties has rested with his family. Family members have taken an active role in the stewardship and management of The New York Times Company. The position of Publisher of The New York Times has been held by various family members, from Adolph S. Ochs to the current Publisher, A.G. Sulzberger, who also serves as a member of the Company’s Board.

In February 1990, on the death of Adolph S. Ochs’s daughter, Iphigene Ochs Sulzberger (“Mrs. Sulzberger”), control passed to her four children through the automatic termination of a trust established by Mr. Ochs. That trust held 83.7% of the Class B stock of the Company, which is not publicly traded. Holders of Class B stock have the right to elect approximately 70% of the Board of Directors. Mrs. Sulzberger’s four children, all of whom are deceased, are: Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger ~~(the latter three of whom are deceased)~~ (each a “Grantor,” and collectively, the “Grantors”).

In 1997, the Grantors executed an indenture creating a trust (the “1997 Trust”) for the benefit of each Grantor and his or her family, and entered into a first amendment to the indenture on December 14, 2000 (the indenture and first amendment thereto are collectively referred to as the “Trust Indenture”). The Grantors transferred to the 1997 Trust all shares of Class B stock previously held by the trust established by Adolph S. Ochs, together with a number of shares of Class A stock. The 1997 Trust currently holds 738,810 shares of Class B stock and 1,400,000 shares of Class A stock. The primary objective of the 1997 Trust is to maintain the editorial independence and the integrity of The New York Times and to perpetuate it “as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare” (the “primary objective of the 1997 Trust”) in accordance with the wishes of Adolph S. Ochs as expressed in his will.

The current trustees of the 1997 Trust are Theresa Dryfoos, David Golden, Gertrude A.L. Golden, Hays N. Golden, Steven B. Green, A.G. Sulzberger, Arthur Sulzberger, Jr. and Margot Golden Tishler (each a “Trustee,” and collectively, together with their successors, the “Trustees”).

The Trust Indenture is subject to the terms and provisions of a 1986 shareholders agreement (the “Shareholders Agreement”) among the Grantors, their children and the Company, which restricts the transfer of Class B stock that is held by the 1997 Trust by requiring, prior to any sale or transfer, the offering of those shares among the other family stockholders and then to the Company at the Class A stock market price then prevailing (or if the Company is the purchaser, at the option of the selling stockholder, in exchange for Class A stock on a share-for-share basis). The Shareholders Agreement provides for the conversion of such shares into Class A stock if the purchase rights are not exercised by the family stockholders or the Company and such shares of Class A stock are to be transferred to a person or persons other than family stockholders or the Company. There are certain exceptions for gifts and other transfers among the descendants of Adolph S. Ochs, provided that the recipients become parties to the Shareholders Agreement.

In addition, the Shareholders Agreement provides that, if the Company is a party to a merger (other than a merger solely to change the Company’s jurisdiction of incorporation), consolidation or plan of liquidation in which such Class B stock is exchanged for cash, stock, securities or any other property of the Company or of any other corporation or entity, each signing stockholder will convert his or her shares of such Class B stock into Class A stock prior to the effective date of such transaction so that a holder of such shares will receive the same cash, stock or other consideration that a holder of Class A stock would receive in such a transaction. Except for the foregoing, each signing stockholder has agreed not to convert any shares of such Class B stock received from a trust created under the will of Adolph S. Ochs into Class A stock. The Shareholders Agreement will terminate upon the expiration of 21 years after the death of the last remaining survivor of all descendants of Mrs. Sulzberger living on August 5, 1986.

The Trustees, subject to the limited exceptions described below, are directed to retain the Class B stock held in the 1997 Trust and not to sell, distribute or convert such shares into Class A stock and to vote such Class B stock against any merger, sale of assets or other transaction pursuant to which control of The New York Times passes from the Trustees, unless they determine that the primary objective of the 1997 Trust can be best achieved by the sale, distribution or conversion of such stock or by the implementation of such transaction. If, upon such determination, any Class B stock is distributed to the beneficiaries of the 1997 Trust, it must be distributed only to descendants of

THE NEW YORK TIMES COMPANY - P. 7

Mrs. Sulzberger, subject to the provisions of the Shareholders Agreement (if it is still in effect). Similarly, any sale by the 1997 Trust of Class B stock upon such determination can be made only in compliance with the Shareholders Agreement.

The Trustees are granted various powers and rights, including among others: (i) to vote all of the shares of Class A and Class B stock held by the 1997 Trust; (ii) to nominate the successor ~~trustees~~Trustees who may also serve on the Company’s Board of Directors; and (iii) to amend certain provisions of the Trust Indenture, but not the provisions relating to retaining the Class B stock or the manner in which such shares may be distributed, sold or converted. The Trust Indenture provides for eight Trustees. All actions of the Trustees require the affirmative vote of six of the eight Trustees. Any Trustee may be removed without cause by a vote of six Trustees. In general, the Trustees will appoint four of the Trustees and the beneficiaries of the 1997 Trust will elect the remaining four Trustees.

The 1997 Trust will continue in existence until the expiration of 21 years after the death of the last survivor of all of the descendants of Mrs. Sulzberger then living on December 14, 2000. Upon the termination of the 1997 Trust at the end of the stated term thereof, all of the trust property, including the shares of Class A and Class B stock held by the 1997 Trust, will be distributed to the descendants of Mrs. Sulzberger then living.

~~As of February 15, 2018, the 1997 Trust also controlled, through a limited liability company, an additional 4,300,197 shares of Class A stock.~~

We have been informed by representatives of the Ochs-Sulzberger family that, as of ~~February 15,~~December 31, 2018, the aggregate holdings of the 1997 Trust and the descendants of Mrs. Sulzberger represented approximately 9% of the Company’s total outstanding equity (i.e., Class A stock and Class B stock of the Company).

THE NEW YORK TIMES COMPANY - P. 8

PRINCIPAL HOLDERS OF COMMON STOCK

The following table sets forth the only persons who, to the knowledge of management, owned beneficially on ~~February 15, 2018,~~March 6, 2019, more than 5% of the outstanding shares of either Class A stock or Class B stock:



Name and Address	Shares of Class A Stock	Percent of Class A Stock		Shares of Class B Stock	Percent of Class B Stock		Shares of Class A Stock	Percent of Class A Stock		Shares of Class B Stock	Percent of Class B Stock
1997 Trust^1,2 620 Eighth Avenue New York, NY 10018	6,439,007	3.9	%	738,810	91.9	%	2,138,810	1.3	%	738,810	92.0	%
Theresa Dryfoos^1,2,3 620 Eighth Avenue New York, NY 10018	6,439,007	3.9	%	738,810	91.9	%	4,672,306	2.8	%	741,780	92.3	%
David Golden^1,2,4 620 Eighth Avenue New York, NY 10018	6,446,054	3.9	%	738,810	90.9	%	2,145,857	1.3	%	738,810	92.0	%
Gertrude A.L. Golden^1,2,5 620 Eighth Avenue New York, NY 10018	6,550,979	4.0	%	739,928	92.1	%	2,250,782	1.4	%	739,928	92.1	%
Hays N. Golden^1,2,6 620 Eighth Avenue New York, NY 10018	6,506,787	4.0	%	738,810	91.9	%	2,217,985	1.3	%	738,810	92.0	%
Steven B. Green^1,2,7 620 Eighth Avenue New York, NY 10018	6,502,966	4.0	%	738,810	91.9	%	2,338,072	1.4	%	740,662	92.2	%
A.G. Sulzberger^1,2,8 620 Eighth Avenue New York, NY 10018	6,478,572	4.0	%	738,810	91.9	%	2,179,448	1.3	%	738,810	92.0	%
Arthur Sulzberger, Jr.^1,2,9 620 Eighth Avenue New York, NY 10018	7,347,436	4.5	%	740,662	92.1	%	3,050,249	1.8	%	740,662	92.2	%
Margot Tishler^1,2,10 620 Eighth Avenue New York, NY 10018	6,496,327	4.1	%	738,810	92.1	%
Carlos Slim Helú¹¹ Paseo de las Palmas 736 Colonia Lomas de Chapultepec 11000 México, D.F., México	27,191,500	16.7	%
BlackRock, Inc.¹² 55 East 52nd Street New York, NY 10055	13,335,331	8.2	%
Darsana Capital Partners LP¹³ 40 West 57th Street, 15th Floor New York, NY 10019	14,524,335	8.9	%
Fairpointe Capital LLC¹⁴ One North Franklin Street, Suite 3300 Chicago, IL 60606	8,506,122	5.2	%
The Vanguard Group¹⁵ 100 Vanguard Boulevard Malvern, PA 19355	13,765,759	8.4	%
Wellington Management Group LLP¹⁶ 280 Congress Street Boston, MA 02210	8,126,059	5.0	%
Margot Golden Tishler^1,2,10 620 Eighth Avenue New York, NY 10018							2,196,130	1.3	%	738,810	92.0	%
BlackRock, Inc.¹¹ 55 East 52nd Street New York, NY 10055							16,647,240	10.1	%
Carlos Slim Helú¹² Paseo de las Palmas 736 Colonia Lomas de Chapultepec 11000 México, D.F., México							16,197,175	9.8	%
The Vanguard Group¹³100 Vanguard Boulevard Malvern, PA 19355							15,022,197	9.1	%
Darsana Capital Partners LP¹⁴ 40 West 57th Street, 15th Floor New York, NY 10019							12,784,000	7.7	%
Jackson Square Partners, LLC¹⁵101 California Street, Suite 3750 San Francisco, CA 94111							12,030,604	7.3	%
FMR LLC¹⁶ 245 Summer Street Boston, MA 02210							9,905,009	6.0	%
	Footnotes continue on following page.						Footnotes continue on following page.

THE NEW YORK TIMES COMPANY - P. 9

Includes ~~(a)~~ 1,400,000 shares of Class A stock and 738,810 shares of Class A stock issuable upon the conversion of 738,810 shares of Class B stock directly owned by the 1997 ~~Trust and (b)~~ Trust. As a result of a reorganization by the Ochs-Sulzberger family of its holdings in 2018, 4,300,197 shares of Class A stock that were previously reported as being indirectly beneficially owned by the 1997 Trust through its control of ~~a limited liability company.~~an entity holding such shares are no longer attributable to the 1997 Trust. Accordingly, such shares are omitted from the table. The 4,300,197 shares of Class A stock continue to be beneficially owned by the descendants of Mrs. Sulzberger and are reflected in the aggregate holdings of the 1997 Trust and the descendants of Mrs. Sulzberger as reported under “General Information—The 1997 Trust.”

Each of the Trustees of the 1997 Trust shares voting and investment power with respect to the shares owned by the 1997 Trust. Therefore, under SEC regulations, each may be deemed a beneficial owner of the shares held by the 1997 Trust. Such shares are therefore included in the amounts listed in this table for each Trustee. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table. By virtue of their being Trustees of the 1997 Trust, the Trustees could be deemed to comprise a “group” within the meaning of SEC regulations. Such group is the beneficial owner in the aggregate of ~~7,695,079~~6,079,159 shares of Class A stock, representing approximately ~~4.7%~~3.7% of the outstanding shares of Class A stock. This amount includes those shares directly or indirectly held by the 1997 Trust, as well as (i) ~~583,355~~3,431,632 shares of Class A stock directly or indirectly held by individual Trustees; (ii) ~~2,970~~7,792 shares of Class A stock issuable upon the conversion of ~~2,970~~7,792 shares of Class B stock held directly or indirectly by individual Trustees; (iii) ~~14,500~~42,646 shares of Class A stock underlying restricted stock units awarded under the Company’s 2010 Incentive Compensation Plan (the “2010 Incentive Plan”) that have vested or will vest within 60 days; and (iv) ~~655,247~~510,247 shares of Class A stock that could be acquired within 60 days upon the exercise of options granted under the Company’s 1991 Executive Stock Incentive Plan (the “1991 Incentive Plan”), and its 2010 Incentive ~~Plan or its 2004 Non-Employee Directors’ Stock Incentive Plan (the “Directors’ Incentive Plan”).~~Plan. In addition, the Company has been informed by representatives of the Ochs-Sulzberger family that, as of December 31, 2018, the aggregate holdings of the 1997 Trust and the descendants of Mrs. Sulzberger represent approximately 9% of the Company’s total outstanding equity (i.e., Class A stock and Class B stock of the Company).

Class B stock is convertible into Class A stock on a share-for-share basis. Ownership of Class B stock is therefore deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each person listed therein as holding Class B stock has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the 1997 Trust and by the Trustees have been included in the calculation of the total amount of Class A stock owned by each such person as well as in the calculation of the total amount of Class B stock owned by each such person. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table.

Includes the amounts of Class A and Class B stock described in footnotes 1 and 2. The holdings of Class A stock reported for Ms. Dryfoos ~~exclude~~include (i) ~~110,000 shares of Class A stock held in a trust, of which she is a co-trustee, (ii)~~ 1,454 shares of Class A stock held by two trusts, of which she is a co-trustee, ~~(iii)~~(ii) 10,000 shares of Class A stock held by a trust of which her husband is a trustee, and ~~(iv) 11,554~~(iii) 2,519,072 shares of Class A stock and 2,970 shares of Class B stock held ~~in an account for the benefit of her grandson~~by a trust of which her husband is ~~the custodian.~~a co-trustee. Ms. Dryfoos disclaims beneficial ownership of these shares.


4.	In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, ~~David~~Mr. Golden is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 7,047 shares of Class A ~~stock held solely.~~stock.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Ms. Golden include (a) 1,118 shares of Class B stock held jointly with her husband, (b) 20,563 shares of Class A stock held by two trusts created for the benefit of her daughter, of which Ms. Golden is the sole trustee, (c) 42,073 shares of Class A stock held by a trust of which Ms. Golden’s husband is a trustee, and (d) 48,218 shares of Class A stock held in a family trust, of which Ms. Golden is a co-trustee. Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (b) above. The holdings of Class A stock reported for Ms. Golden exclude 3,269 shares of Class A stock held by three trusts, of which her husband is a co-trustee, as to which Ms. Golden disclaims beneficial ownership.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Dr. Golden include (a) 19,563 shares of Class A stock held solely, (b) 11,395 restricted stock units for Class A stock (which will be distributed upon his cessation of service on the Board), including 4,469 unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting, and ~~(b)~~(c) 48,217 shares of Class A stock held by a trust, of which he is a co-trustee. The holdings of Class A stock reported for Dr. Golden ~~exclude 3,450 shares of Class A stock held by a trust, of which his wife is the sole trustee and for which Dr. Golden disclaims beneficial ownership, and~~ ~~6,883~~ ~~unvested restricted stock units for Class A stock that will vest on the date of the~~ ~~2018~~ ~~Annual Meeting.~~

THE NEW YORK TIMES COMPANY - P. 10

exclude 3,450 shares of Class A stock held by a trust, of which his wife is the sole trustee and for which Dr. Golden disclaims beneficial ownership.


7.	In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Mr. Green include (a) ~~13,959~~25,442 ~~vested~~ restricted stock units for Class A stock (which will be distributed upon his cessation of service on the Board), including

~~THE NEW YORK TIMES COMPANY - P. 10~~

cessation of service on the Board) and (b) 50,000 shares of Class A stock held in two trusts created for the benefit of his children, of which Mr. Green is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (b) above. The holdings of Class A stock reported for Mr. Green exclude (i) 120,000 shares of Class A stock and 1,852 shares of Class B stock held by Mr. Green’s wife, (ii) 984 shares of Class A stock held in each of two trusts for the benefit of his children, of which his wife is a co-trustee, and (iii) ~~6,883~~ unvested restricted stock units for Class A stock that will vest on the date of the 2018 Annual Meeting. Mr. Green disclaims beneficial ownership of the shares described in (i) and (ii) above. In addition to these holdings, ~~19,885~~4,469 restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting, (b) 120,000 shares of Class A stock held by Mr. Green’s wife, (c) 1,852 shares of Class B stock held by Mr. Green’s wife, (d) 50,000 shares of Class A stock held in two trusts, of which Mr. Green is a co-trustee, and (e) 1,968 shares of Class A stock held in two trusts for the benefit of his children, of which his wife is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (b), (c), (d) and (e) above. In addition to these holdings, 20,055 cash-settled phantom Class A stock units have been credited to Mr. Green’s account under the Company’s Non-Employee Directors Deferral Plan (“Directors’ Deferral Plan”).

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, ~~the holdings for~~ Mr. Sulzberger ~~include (a) 39,024~~is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 40,638 shares of Class A stock held solely and (b) 541 stock-settled restricted stock units for Class A stock that will vest within 60 days. The amounts reported do not include 2,312 unvested restricted stock units for Class A stock awarded under the 2010 Incentive Plan that are scheduled to vest on February 18, 2019.stock.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Mr. Sulzberger, Jr. include (a) ~~199,362~~341,563 shares of Class A stock and 1,852 shares of Class B stock held solely, (b) ~~655,247~~5,809 restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting, (c) 510,247 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and 2010 Incentive Plan and ~~(c)~~(d) 51,968 shares of Class A stock held by four trusts, of which Mr. Sulzberger, Jr. is a co-trustee. Mr. Sulzberger, Jr. disclaims beneficial ownership of the shares described in ~~(c)~~(d) above. ~~In addition to these holdings, Mr. Sulzberger, Jr. has~~ ~~100,000~~ ~~cash-settled stock appreciation rights that were awarded under the 1991 Incentive Plan.~~


10.	In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Ms. Tishler include (a) 16,820 shares of Class A stock held solely and (b) 40,500 shares of Class A stock held by a trust of which she is the sole trustee.

11.

According to information contained in a filing with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, ~~2017,~~2018, BlackRock, Inc. beneficially owned 16,647,240 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

12.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2018, Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”) beneficially owns ~~19,241,500~~8,247,175 shares of Class A stock. In addition, Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”), as the parent company of Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (“Banco Inbursa”), owns 7,950,000 shares of Class A stock.

According to the filing, ~~of the aformentioned shares,~~ (i) Inversora Carso pledged all 8,247,175 shares of Class A stock to the 2017 Mandatory Exchangeable Trust (the “Trust”) pursuant to certain forward agreements dated December 15, 2017, and (ii) GFI has pledged all 7,950,000 shares of Class A stock to the Trust pursuant to a certain forward agreement dated December 15, 2017. Inversora Carso and Banco Inbursa retain voting rights to the pledged shares and now share dispositive power with U.S. Bank National Association as collateral agent for the benefit of the Trust, which has been granted a security interest in the pledged shares pursuant to certain collateral agreements dated December 15, 2017.

According to the filing, Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”) are beneficiaries of a trust that in turn owns all of the outstanding voting securities of Inversora Carso and a majority of the outstanding voting equity securities of GFI. As a result, the Slim Family may be deemed to beneficially own indirectly ~~27,191,500 shares of Class A stock, consisting of: (a) the 19,241,500~~all 16,197,175 shares of Class A stock beneficially owned by Inversora Carso and ~~(b) the 7,950,000 shares of Class A stock owned by~~ GFI. In addition, according to filings with the SEC, to the best of the holders’ knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

~~12.~~

~~According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31,~~ ~~2017, BlackRock, Inc. beneficially owned~~ ~~13,335,331~~ shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

13.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, ~~2017~~2018, ~~Darsana Capital Partners LP~~The Vanguard Group beneficially owned ~~14,524,335~~15,022,197 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares ~~were acquired in the ordinary course of such holder’s business and~~ were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

THE NEW YORK TIMES COMPANY - P. 11

14.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, ~~2017~~2018, ~~Fairpointe~~Darsana Capital ~~LLC~~Partners LP beneficially owned ~~8,506,122~~12,784,000 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

15.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, ~~2017~~2018, ~~The Vanguard Group~~Jackson Square Partners, LLC beneficially owned ~~13,765,759~~12,030,604 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

16.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December ~~29,~~31, ~~2017~~2018, ~~Wellington Management Group LLP~~FMR LLC beneficially owned ~~8,126,059~~9,905,009 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

THE NEW YORK TIMES COMPANY - P. 12

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table shows the beneficial ownership, reported to the Company as of ~~February 15, 2018,~~March 6, 2019, of Class A stock and Class B stock, including shares as to which a right to acquire ownership exists (by the exercise of stock options, the vesting of restricted stock units or the conversion of Class B stock into Class A stock) within the meaning of Rule 13d-3(d)(1) under the Exchange Act, of each director and nominee named in this Proxy Statement, the chief executive officer, the chief financial officer, the three other most highly compensated executive officers of the Company during ~~2017~~2018, our former chief financial officer, and all directors and executive officers of the Company as a group. A portion of the shares reported below are held by the 1997 Trust, whose Trustees share voting and, in some cases, investment power with respect thereto. See “General Information—The 1997 Trust.” The table also shows, under “Class A Stock Units, ~~and SARs,~~” in the case of non-employee directors, cash-settled phantom stock units credited under the Directors’ Deferral ~~Plan and, in the case of Mr. Sulzberger, Jr., stock appreciation rights (“SARs”) awarded under the 1991 Incentive~~ Plan.

Class A Stock
Percent of
Class A Stock

Class A Stock Units and SARs
Class B Stock
Percent of
Class B Stock

Diane Brayton¹
Executive Vice President, General Counsel and Secretary
1,416
*
—
—

Raul E. Cesan²
Director
69,959
*
86,559
—

Robert E. Denham²
Director
44,959
*
36,522
—

James M. Follo¹
Executive Vice President and Chief Financial Officer
72,900
*
—
—

Rachel Glaser
Director —
*
—
—

Hays N. Golden^3,4
Director
6,506,787
4.0 % —
738,810
91.9 %
Steven B. Green^3,4
Director
6,502,966
4.0 % 19,885
738,810
91.9 %
Joichi Ito²
Director
17,179
*
16,092
—

James A. Kohlberg^2,5
Director
35,329
*
36,522
—

Meredith Kopit Levien¹
Executive Vice President and Chief Operating Officer
3,046
*
—
—

Brian P. McAndrews²
Director
17,119
*
16,092
—

John W. Rogers, Jr.⁶
Nominee for Director
20,000
*
—
—

A.G. Sulzberger^3,4
Publisher of The New York Times and Director
6,478,572
4.0 % —
738,810
90.9 %
Arthur Sulzberger, Jr.^3,4
Chairman of the Board
7,347,436
4.5 % 100,000
740,662
92.1 %
Mark Thompson¹
President and Chief Executive Officer and Director
668,319
*
—
—

Doreen A. Toben²
Director
14,459
*
78,907
—

Rebecca Van Dyck²
Director
13,959
*
—
—

All Directors and Executive Officers³
(17 Individuals)
8,537,832
5.2 % 390,579
740,662
92.1 %
*Indicates beneficial ownership of less than 1%.
Footnotes continue on following page.



	Class A Stock	Percent of Class A Stock		Class A Stock Units	Class B Stock	Percent of Class B Stock
Amanpal S. Bhutani¹ Director	2,180	*		—	—
Diane Brayton² Executive Vice President, General Counsel and Secretary	15,981	*		—	—
Roland A. Caputo² Executive Vice President and Chief Financial Officer	39,718	*		—	—
Robert E. Denham³ Director	49,784	*		36,833	—
James M. Follo Retired Executive Vice President and Chief Financial Officer	114,543	*		—	—
Rachel Glaser¹ Director	5,675	*		—	—
Hays N. Golden^4,5 Director	2,217,985	1.3	%		738,810	92.0	%
Steven B. Green^4,5 Director	2,338,072	1.4	%	—	740,662	92.2	%
Joichi Ito³ Director	28,662	*		16,230	—
James A. Kohlberg^3,6 Director	46,812	*		36,833	—
Meredith Kopit Levien² Executive Vice President and Chief Operating Officer	5,000	*		—	—
Brian P. McAndrews³ Director	28,602	*		16,230	—
David Perpich^4,7 Nominee for Director	136,790	*		—	2,805	0.3	%
John W. Rogers, Jr.¹ Director	24,469	*		—	—
A.G. Sulzberger^4,5 Publisher of The New York Times and Director	2,179,448	1.3	%	—	738,810	92.0	%
Arthur Sulzberger, Jr.^4,5 Chairman of the Board	3,050,249	1.8	%	—	740,662	92.2	%
Mark Thompson² President, Chief Executive Officer and Director	814,851	*		—	—
Doreen Toben³ Director	25,442	*		79,580	—
Rebecca Van Dyck³ Director	25,442	*		—	—
All Directors and Executive Officers⁴ (18 Individuals)	4,522,683	2.7	%	205,761	743,467	92.5	%
*Indicates beneficial ownership of less than 1%.				Footnotes continue on following page.

THE NEW YORK TIMES COMPANY - P. 13


1.	The amounts reported for this director include unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting, as follows: Mr. Bhutani, 2,180; Ms. Glaser, 5,675; and Mr. Rogers, 4,469.

The amounts reported for this executive ~~officer~~ include ~~(a)~~ ~~385,604~~ shares of Class A stock that could be acquired ~~by Mr. Thompson~~ within 60 days upon the exercise of stock options awarded under the 2010 Incentive Plan, as follows: Mr. Caputo, 11,640and ~~(b) shares of Class A stock that could be issued under stock-settled~~Mr. Thompson, 385,604. The amounts reported for Ms. Brayton include 4,044 unvested restricted stock units granted under the 2010 Incentive Plan that will vest within 60 ~~days, as follows: Mr. Follo, 11,623 and Mr. Thompson, 2,158. Mr. Thompson and Mr. Follo~~days. Ms. Brayton will receive a number of shares net of shares withheld to satisfy tax obligations. The amounts reported for Ms. Kopit Levien exclude ~~the following: (a)~~45,389 stock-settled restricted stock units granted under the 2010 Incentive Plan ~~which~~that are subject to vesting ~~conditions: Mr. Follo,~~ ~~11,623~~ ~~and Mr. Thompson,~~ ~~113,105~~ and (b) the shares of Class A stock issued under 2015-2017 long-term performance awards as of February 21, 2018: Mr. Sulzberger, Jr., 146,458; Mr. Thompson, 146,458; Mr. Follo, 38,567; Ms. Kopit Levien, 36,138; and Ms. Brayton, 7,323.conditions.

2.3.

The amounts reported for this director include (a) ~~13,959~~20,973 vested restricted stock units for Class A stock (which will be distributed upon the director’s retirement from the Board) and (b) ~~shares of Class A stock that could be acquired within 60 days upon the exercise of stock options under the Directors’ Incentive Plan, as follows: Mr. Cesan,~~ ~~16,000; Mr. Denham,~~ ~~16,000; and Mr. Kohlberg,~~ ~~16,000. The amounts reported do not include~~ ~~6,883~~4,469 unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the ~~2018~~2019 Annual Meeting.

3.4.

Class B stock is convertible into Class A stock on a share-for-share basis. Therefore, ownership of Class B stock is deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each director and executive officer has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the directors and executive officers, including shares held by the 1997 Trust, have been included in the calculation of the total amount of Class A stock owned by such persons as well as in the calculation of the total amount of Class B stock owned by such persons. As a result of this presentation, there are duplications in the number of shares and percentages shown in this table. The amounts reported also include 1,122,441 shares of Class A stock that could be acquired within 60 days by all directors and executive officers as a group upon the exercise of stock options awarded under the 1991 Incentive Plan, the 2010 Incentive Plan and the Directors’ Incentive Plan.


4.5.	See “Principal Holders of Common Stock” and “General Information—The 1997 Trust” for a discussion of this person’s holdings.


5.6.	The holdings for Mr. Kohlberg include 5,370 shares of Class A stock indirectly held by a trust, of which Mr. Kohlberg is the trustee.

6.7.

The holdings of Mr. ~~Rogers currently holds 20,000~~Perpich include (a) 21,002 shares of Class A stock ~~in a margin account. These~~held solely, (b) 112,000 shares ~~were purchased~~of Class A stock and ~~placed in a margin account prior to the Board’s nomination~~2,805 shares of Class B stock held by two family trusts for which Mr. ~~Rogers for election~~Perpich serves as a ~~director.~~trustee, and (c) 983 shares of Class A stock held in two custodial accounts created for the benefit of his children, for which Mr. ~~Rogers has committed~~Perpich serves as a custodian. The amounts reported exclude 4,942 stock-settled restricted stock units for Class A stock that are subject to ~~close out this margin position over time if elected to the Board.~~vesting conditions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company’s directors and executive officers and the beneficial holders of more than 10% of the Class A stock are required to file reports with the SEC of changes in their ownership of Company stock. Based on its review of such reports, the Company believes that all such filing requirements were met during ~~2017~~2018.

THE NEW YORK TIMES COMPANY - P. 14

PROPOSAL NUMBER 1—ELECTION OF DIRECTORS

Thirteen directors will be elected to the Board of The New York Times Company at the ~~2018~~2019 Annual Meeting. Nominees proposed for election as directors are listed below. Directors will hold office until the next annual meeting and until their successors are elected and qualified. Each of the nominees, except for ~~John Rogers, Jr.,~~David Perpich, is now a member of the Board of Directors, and other than ~~Rachel Glaser and A.G. Sulzberger,~~Amanpal S. Bhutani, each ~~nominee~~current director was elected at the ~~2017~~2018 Annual Meeting for which proxies were solicited. James A. Kohlberg and Steven B. Green, who currently serve as directors, are not standing for re-election.

The Certificate of Incorporation of the Company provides that Class A stockholders have the right to elect 30% of the Board of Directors (or the nearest larger whole number). Accordingly, Class A stockholders will elect four of the 13 directors; Class B stockholders will elect nine directors. Directors are elected by a plurality of the votes cast. (Please see our policy described on page 2122 regarding directors who do not receive more “for” votes than “withheld” votes.) Once elected, our directors have no ongoing status as “Class A” or “Class B” directors and have the same duties and responsibilities to all stockholders. Our Board serves as one Board with fiduciary responsibilities to all stockholders of the Company.

Proxies will be used to vote for the election of the nominees named below unless you withhold the authority to do so when you vote your proxy. Each person nominated for election has consented to being named in this Proxy Statement and has agreed to serve if elected. If any of the nominees become unavailable for election, all uninstructed proxies will be voted for such other person or persons designated by the Board. The Board has no reason to anticipate that this will occur.


Name	Age	Position with The New York Times Company	Director Since	Age	Position with The New York Times Company	Director Since
Class A Nominees (4)
Robert E. Denham¹	72	Independent Director	2008
Amanpal S. Bhutani				42	Independent Director	2018
Joichi Ito				52	Independent Director	2012
Brian P. McAndrews				60	Independent Director	2012
Doreen Toben				69	Independent Director	2004
Class B Nominees (9)
Robert E. Denham				73	Independent Director	2008
Rachel Glaser	56	Independent Director	2018	57	Independent Director	2018
Hays N. Golden¹				34	Non-Employee Director	2017
David Perpich²				41	President and General Manager, Wirecutter	N/A
John W. Rogers, Jr.	59	Nominee for Independent Director	—	60	Independent Director	2018
Rebecca Van Dyck	48	Independent Director	2015
Class B Nominees (9)
Hays N. Golden²	33	Non-Employee Director	2017
Steven B. Green³	53	Non-Employee Director	2012
Joichi Ito	51	Independent Director	2012
James A. Kohlberg	60	Independent Director	2008
Brian P. McAndrews	59	Independent Director	2012
A.G. Sulzberger⁴	37	Director and Publisher, The New York Times	2018
A.G. Sulzberger³				38	Director and Publisher, The New York Times	2018
Arthur Sulzberger, Jr.	66	Chairman of the Board	1997	67	Chairman of the Board	1997
Mark Thompson	60	President, Chief Executive Officer and Director	2012	61	President, Chief Executive Officer and Director	2012
Doreen A. Toben	68	Independent Director	2004
Rebecca Van Dyck				49	Independent Director	2015



	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:



	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:



DATE:	Thursday, ~~April 19, 2018~~May 2, 2019
TIME:	9:00 a.m.
PLACE:	The New York Times Building
	620 Eighth Avenue, 15th Floor, New York, NY 10018



Date:	~~April 19, 2018~~May 2, 2019
Time:	9:00 a.m.
Location:	The New York Times Building 620 Eighth Avenue, 15th Floor New York, NY 10018



Proposal		Board Recommendation	More Information
1. Election of Board of Directors of the Company		For	p. 15
Class A stockholders	Class B stockholders
Amanpal S. Bhutani Joichi Ito Brian P. McAndrews Doreen Toben	Robert E. Denham Rachel Glaser Hays N. Golden David Perpich John W. Rogers, Jr. ~~Rebecca Van Dyck~~		~~Hays N. Golden~~ ~~Steven B. Green~~ ~~Joichi Ito~~ ~~James A. Kohlberg~~ ~~Brian P. McAndrews~~ A.G. Sulzberger Arthur Sulzberger, Jr. Mark Thompson ~~Doreen A. Toben~~Rebecca Van Dyck
2. Advisory vote to approve executive compensation (Class B stockholders)		For	p. 66
3. Ratification of selection of Ernst & Young LLP as auditors for fiscal year ending December ~~30, 2018~~29, 2019 (Class A and B stockholders)		For	p. 67



o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



THE NEW YORK TIMES COMPANY
(Name of Registrant as Specified In Its Charter)




(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


2.	To hold an advisory vote to approve executive compensation;


3.	To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December ~~30, 2018~~29, 2019; and


4.	To transact such other business as may properly come before the meeting.



l	Annual election of all directors	l	Ethics policies for all directors and employees
l	Commitment to Board refreshment, with ~~six~~seven new non-employee directors since the beginning of 2012 ~~and one additional nominee for 2018~~	l	Director/executive stock ownership requirements
l	Director retirement policy for non-employee directors of the earlier of age 75 and 20 years of service	l	Robust director nominee selection process
l	Annual rotation of independent directors elected by Class A stockholders	l	~~Robust director nominee selection process~~No hedging/pledging of Company stock
l	Independent Audit, Compensation and Nominating & Governance Committees	l	~~No hedging/pledging of Company stock~~Clawback policy
l	Active lead independent director as Presiding Director	l	~~Clawback policy~~Comprehensive director orientation
l	Annual Board and Committee self-evaluation process	l	~~Comprehensive director orientation~~Regular outreach to significant Class A stockholders on various matters
l	Regular executive sessions of non-employee directors and independent directors	l	~~Regular outreach to significant Class A stockholders on various matters~~



Pay for Performance
l	Significant portion of named executive officers’ target compensation is performance-based – Approximately 80% for CEO – Approximately ~~70%~~63% for other NEOs	l	Under financial metric of annual incentive compensation, above-target compensation paid only for above-target Company performance
l	Significant portions of annual and long-term incentive compensation tied to performance against pre-established, measurable financial performance goals	l	Under total stockholder return metric of long-term incentive compensation, above-target compensation paid only for above-median Company performance and no payout for lower quartile performance



o	Soliciting Material Pursuant to §240.14a-12



x	No fee required.



Executive Compensation Governance
What We Do
ü	Align pay and performance (see above)	ü	Set meaningful stock ownership guidelines for executive officers (2-5x annual base salary)
ü	Engage with significant Class A stockholders periodically on executive compensation matters	ü	Have a clawback policy applicable to executive officers in the event of financial statement restatement
ü	Annual Compensation Committee benchmarking review of compensation of Company executives with the Committee’s independent compensation consultant	ü	Perform annual risk assessment of executive compensation program
ü	Hold an annual “say-on-pay” advisory vote
What We Do Not Do
û	No tax “gross-ups” for executive officers	û	No employment agreements with named executive officers
û	No significant perks for executive officers	û	No individual change in control agreements
û	No hedging/pledging of Company stock



	Page

VOTING ON MATTERS BEFORE THE ANNUAL MEETING	1
GLOSSARY OF CERTAIN TERMS	4
WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY	6
GENERAL INFORMATION	7
The 1997 Trust	7
PRINCIPAL HOLDERS OF COMMON STOCK	9
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS	13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	14
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS	15
PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS	16
Class A Nominees	16
Class B Nominees	17
~~INTERESTS OF~~ RELATED ~~PERSONS IN CERTAIN~~PERSON TRANSACTIONS ~~OF THE COMPANY~~	20
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	21
BOARD MEETINGS AND ATTENDANCE	26
BOARD COMMITTEES	27
NOMINATING & GOVERNANCE COMMITTEE	29
COMPENSATION COMMITTEE	31
Compensation Committee Procedures	31
Compensation Committee Interlocks and Insider Participation	32
AUDIT COMMITTEE REPORT	32
DIRECTORS’ COMPENSATION	34
~~2017~~2018 Compensation of Non-Employee Directors	34
Non-Employee Director Compensation Table	35
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE	36
COMPENSATION OF EXECUTIVE OFFICERS	37
Compensation Committee Report	37
Compensation Discussion and Analysis	37
CEO Pay Ratio	50
Summary Compensation Table	51
Grants of Plan-Based Awards	54
Outstanding Equity Awards at Fiscal Year-End	55
Option Exercises and Stock Vested	56
Pension Benefits	57
Nonqualified Deferred Compensation	60
Potential Payments Upon Termination or Change in Control	62
PROPOSAL NUMBER 2—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	66
PROPOSAL NUMBER 3—SELECTION OF AUDITORS	67
OTHER MATTERS	68
Stockholder Proposals for the ~~2019~~2020 Annual Meeting	68
Certain Matters Relating to Proxy Materials	68
APPENDIX A—COMPUTATION OF ADJUSTED OPERATING PROFIT	69


Q:	What ~~is the difference between holding shares as a registered holder and as a beneficial owner of shares held in street name?~~am I voting on?


A:	~~Registered Holder.~~Stockholders are asked to vote on three items at the 2019 If your shares are registered directly in your name on the books of the Company maintained with the Company’s transfer agent, Computershare, Inc., you are considered the “registered holder” of those shares, and the Notice is sent directly to you by the Company.Annual Meeting:



	Class A Stock	Percent of Class A Stock		Class A Stock Units and SARs	Class B Stock	Percent of Class B Stock
Diane Brayton¹ Executive Vice President, General Counsel and Secretary	1,416	*		—	—
Raul E. Cesan² Director	69,959	*		86,559	—
Robert E. Denham² Director	44,959	*		36,522	—
James M. Follo¹ Executive Vice President and Chief Financial Officer	72,900	*		—	—
Rachel Glaser Director	—	*		—	—
Hays N. Golden^3,4 Director	6,506,787	4.0	%	—	738,810	91.9	%
Steven B. Green^3,4 Director	6,502,966	4.0	%	19,885	738,810	91.9	%
Joichi Ito² Director	17,179	*		16,092	—
James A. Kohlberg^2,5 Director	35,329	*		36,522	—
Meredith Kopit Levien¹ Executive Vice President and Chief Operating Officer	3,046	*		—	—
Brian P. McAndrews² Director	17,119	*		16,092	—
John W. Rogers, Jr.⁶ Nominee for Director	20,000	*		—	—
A.G. Sulzberger^3,4 Publisher of The New York Times and Director	6,478,572	4.0	%	—	738,810	90.9	%
Arthur Sulzberger, Jr.^3,4 Chairman of the Board	7,347,436	4.5	%	100,000	740,662	92.1	%
Mark Thompson¹ President and Chief Executive Officer and Director	668,319	*		—	—
Doreen A. Toben² Director	14,459	*		78,907	—
Rebecca Van Dyck² Director	13,959	*		—	—
All Directors and Executive Officers³ (17 Individuals)	8,537,832	5.2	%	390,579	740,662	92.1	%
*Indicates beneficial ownership of less than 1%.				Footnotes continue on following page.


1.	~~The Board has asked Robert E. Denham, who otherwise would be precluded by the Company’s Corporate Governance Principles from standing for re-election due to~~Hays N. Golden is A.G. Sulzberger’s cousin and his ~~age, to stand for re-election at the~~ ~~2018~~ ~~Annual Meeting.~~


2.	~~Hays Golden’s~~ father is a cousin of Arthur Sulzberger, Jr.


3.2.	~~Steven B. Green’s wife~~David Perpich is ~~Mr.~~A.G. Sulzberger’s cousin and Arthur Sulzberger, Jr.’s ~~sister and A.G. Sulzberger’s aunt.~~nephew.


4.3.	A.G. Sulzberger is ~~Mr.~~Arthur Sulzberger, Jr.’s son.



Name of Committee and Members	Principal Functions of the Committee		Meetings in ~~2017~~2018
Name of Committee and Members	Principal Functions of the Committee		Meetings in ~~2017~~2018
Audit Doreen A. Toben, Chair ~~Raul E. Cesan~~ Amanpal S. Bhutani Rachel Glaser Joichi Ito	●	Engages the Company’s independent auditors, subject to ratification by the stockholders, and receives periodic reports from the auditors and management regarding the auditors’ independence and other matters. Recommends appropriate action to ensure the auditors’ independence.	6
	●	Reviews with management and the independent auditors the Company’s quarterly and annual financial statements and other financial disclosures, the adequacy of internal controls and disclosure controls and procedures and major issues regarding accounting principles and practices, including any changes resulting from amendments to the rules of any authoritative body affecting the Company’s financial disclosure.
	●	Meets regularly with the Company’s senior internal audit executive, representatives of management and the independent auditors in separate executive sessions.
	●	Reviews and approves the scope of the audit at the outset and reviews the performance of the independent auditors and any audit problems or difficulties encountered.
	●	Reviews the Company’s risk assessment and risk management ~~policies.~~policies and oversees risks related to, among others, financial reporting, internal controls and information security.
	●	Reviews the scope of the annual audit plan of the Company’s internal audit department, its progress and results. Reviews the responsibility, organization, resources, competence and performance of the Company’s internal audit department.
	●	Prepares the report to stockholders included in the annual Proxy Statement.
Compensation ~~Raul E. Cesan, Chair~~ Robert E. Denham, Chair Rachel Glaser John W. Rogers, Jr. Doreen A. Toben	●	In consultation with all non-employee directors, evaluates the performance of the Chief Executive Officer and the Publisher, and together with the other independent directors, approves their compensation arrangements.	65
	●	Approves compensation arrangements for the Company’s other executive officers, including base salaries, salary increases, participation in incentive compensation plans and equity awards.
	●	Reviews and approves and, when appropriate, recommends to the Board for approval, incentive compensation plans for all executive officers and broad-based equity-based plans, subject to stockholder approval if required.
	●	Advises the Board on the reasonableness and appropriateness of executive compensation plans and levels generally, including whether these effectively serve the interests of the Company and its stockholders by creating appropriate incentives for high levels of individual and Company performance.
	●	Has such responsibilities for administration of the Company’s employee benefit plans as may be delegated by the Board from time to time, and carries out such responsibilities in part by establishing and delegating responsibilities and authority to an ERISA Management Committee.
	●	Has sole authority to engage an executive compensation consultant.


Name (a)	Fees Earned or Paid in Cash¹ ($) (b)	Stock Awards^2,3 ($) (c)	Option Awards⁴ ($) (d)	All Other Compensation ($) (g)	Total ($) (h)	Fees Earned or Paid in Cash¹ ($) (b)	Stock Awards^2,3 ($) (c)	Option Awards⁴ ($) (d)	All Other Compensation ($) (g)	Total ($) (h)
Raul E. Cesan	90,000	100,000	—	—	190,000
Amanpal S. Bhutani						21,065	61,000			82,065
Raul E. Cesan⁵						27,198	—	—	10,000	37,198
Robert E. Denham	103,005	100,000	—	—	203,005	106,000	100,000	—	—	206,000
Hays Golden	42,033	100,000	—	—	142,033
Michael Golden⁵	50,000	130,000	—	—	180,000
Rachel Glaser						77,778	127,000			204,778
Hays N. Golden						60,000	100,000	—	—	160,000
Steven B. Green	60,000	100,000	—	—	160,000	60,000	100,000	—	—	160,000
Carolyn D. Greenspon	18,132	—	—	—	18,132
Joichi Ito	76,000	100,000	—	—	176,000	76,000	100,000	—	—	176,000
Dara Khosrowshahi⁵	57,000	100,000	—	—	157,000
James A. Kohlberg	73,005	100,000	—	—	173,005	76,000	100,000	—	—	176,000
Ellen R. Marram	27,500	—	—	10,000⁶	37,500
Brian P. McAndrews	72,000	100,000	—	—	172,000	72,000	100,000	—	—	172,000
Doreen A. Toben	90,000	100,000	—	—	190,000
John W. Rogers, Jr.						48,984	100,000			148,984
Arthur Sulzberger, Jr.						50,000	130,000			180,000
Doreen Toben						90,000	100,000	—	—	190,000
Rebecca Van Dyck	63,225	100,000	—	—	163,225	64,772	100,000	—	—	164,772


1.	Includes a Presiding Director retainer for Mr. Denham and a Committee Chair retainer for each of Mss. ~~Marram~~Toben and ~~Toben~~Van Dyck and Messrs. Cesan, Denham, Kohlberg and McAndrews. The cash retainers for ~~Dr. Golden, Mr. Khosrowshahi~~Messrs. Bhutani, Cesan and ~~Mss. Greenspon~~Rogers and ~~Marram~~Ms. Glaser were prorated for partial year service, as applicable.


3.	The following table shows the aggregate unvested restricted stock units and phantom stock units outstanding at December ~~31, 2017~~30, 2018, for each non-employee director:


Name	Aggregate Unvested Restricted Stock Units Outstanding at December 31, 2017 (#)^a	Aggregate Phantom Stock Units Outstanding at December 31, 2017 (#)^b	Aggregate Unvested Restricted Stock Units Outstanding at December 30, 2018 (#)^a	Aggregate Phantom Stock Units Outstanding at December 30, 2018 (#)^b
Raul E. Cesan	6,871	86,559
Amanpal S. Bhutani			2,177	—
Robert E. Denham	6,871	36,522	4,462	36,833
Hays Golden	6,871	—
Rachel Glaser			5,667	—
Hays N. Golden			4,462	—
Steven B. Green	6,871	19,885	4,462	20,055
Joichi Ito	6,871	16,092	4,462	16,230
James A. Kohlberg	6,871	36,522	4,462	36,833
Brian P. McAndrews	6,871	16,092	4,462	16,230
Doreen A. Toben	6,871	78,907
John W. Rogers, Jr.			4,462	—
Arthur Sulzberger, Jr.			5,800	—
Doreen Toben			4,462	79,580
Rebecca Van Dyck	6,871	—	4,462	—



Name	Number of Securities Underlying Unexercised Options (#)	In-the-money Amount of Unexercised Options ($)^a
Raul E. Cesan	16,000	124,880
Robert E. Denham	16,000	124,880
James A. Kohlberg	16,000	124,880
Doreen A. Toben	8,000	30,840


~~(a)~~	~~Calculated using~~$10.79. As of December 30, 2018, Mr. Kohlberg’s options were valued at $171,680, based on (i) the closing price of the underlying Class A stock on the NYSE on December ~~29, 2017~~28, 2018 (~~$18.50~~), the last trading day of our ~~2017~~2018 fiscal year, of $22.40, minus (ii) the option exercise price.


5.	Pursuant to the terms of the 2010 Incentive Plan, each of Mr. Golden’s and Mr. Khosrowshahi’s unvested 2017 restricted stock unit awards were canceled as a result of their departure from the Board prior to the date of the 2018 Annual Meeting.


6.	The amount for ~~Ms. Marram~~Mr. Cesan represents a one-time $10,000 donation made in ~~her~~his honor to a nonprofit organization upon ~~her~~his retirement from the Board.


◦	prohibits the repricing of any stock option or stock appreciation right without stockholder approval; and


◦	does not contain an “evergreen” share reserve, meaning that the shares of Class A stock reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares.