UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

The New York Times
Company

Notice of 20072008
Annual Meeting and
Proxy Statement

229 West 43rd Street620 Eighth Avenue New York, NY 1003610018

tel 212-556-1234

Invitation to 20072008 Annual Meeting of Stockholders

DATE: Tuesday, April 24, 200722, 2008
TIME: 9:10:00 a.m.
PLACE: New Amsterdam TheatreTheTimesCenter
214242 West 4241^ndst Street, New York, NY 1003610018

March 14, 200725, 2008

Dear Fellow Stockholder:

Please join me at our Annual Meeting on April 24, 2007,22, 2008, where we will ask you to vote on the election of our Board of Directors and the ratification of the selection of our auditors. This year, we are pleased to hold our meeting in TheTimesCenter in our new headquarters building, which opened last year.

OneWe are delighted to add four new nominees for election by our stockholders this year, Robert Denham, Dawn Lepore, Scott Galloway and James A. Kohlberg. Mr. Denham is a partner in the law firm of Munger, Tolles & Olson LLP, having previously served as Managing Partner, and from 1992-1998 he served as the Chairman and CEO of Salomon Inc, where he brought great discipline, integrity and credibility to his role as that investment firm was rebuilding. Ms. Lepore serves as the Chairman, President and CEO of drugstore.com, inc., a public company that is an online source for more than 30,000 health, beauty and wellness products. She is highly respected with deep experience in the digital world and relationships in both Silicon Valley and the Seattle technology community. Mr. Galloway is the Founder and Chief Investment Officer of Firebrand Partners LLC, an investment firm with extensive domain expertise in retail operations and brand management. He is also a founder of RedEnvelope Inc., an Internet-based branded consumer gift retailer, and Clinical Associate Professor at New York University's Stern School of Business, where he teaches brand strategy. Mr. Kohlberg is Chairman of Kohlberg & Company, a leading middle market private equity firm which he co-founded in 1987, and a director of Kohlberg Capital Corporation. He currently serves as Chairman of the Helium Group LLC (d/b/a HalogenGuides.com) and ClearEdge Power.

Two of our directors will not be stepping down next month and, therefore, will not standstanding for re-election at this year's Annual Meeting. We will be bidding good-bye to my sister, Cathy J. Sulzberger,Brenda Barnes and James Kilts, who hashave served since 2002. Ms. Sulzberger has1998 and 2005, respectively. They have both provided invaluable advice while serving on among others, our Compensation, Finance, Audit and FoundationNominating & Governance Committees. For the past two years, she served as Chair of our Foundation Committee. We are immensely grateful for Ms. Sulzberger'sBarnes's and Mr. Kilts's many contributions to the success of the Company and we wish herthem both well.

I am very pleased to have Daniel H. Cohen as a new nominee for election to our Board this year. Dan is my cousin and another fourth generation member of the Ochs-Sulzberger family. He brings a deep appreciation of the values and societal contributions of The New York Times and our Company throughout their history.

Also, as part of our continuing efforts to enhance our good corporate governance practices, our Audit Committee periodically undertakes a thorough process to review the selection of the Company's independent registered public accounting firm. Based on the results of that process, our Audit Committee has selected a new firm, Ernst & Young LLP, as our auditors for the fiscal year ending December 30, 2007, subject to ratification of such selection by our Class A and Class B stockholders.

In addition to the formal items of business at our Annual Meeting, my colleagues and I will review the major Company developments over the past year and share with you our plans for the future. You will have an opportunity to ask questions and express your views to the senior management of The New York Times Company. Members of the Board of Directors will also be present.

Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented. You can vote your shares using the Internet or a toll-free telephone number, or by completing and returning the enclosed proxy card by mail. Instructions on each of these voting methods are outlined in the enclosed Proxy Statement. Please vote as soon as possible.

I hope to see you on April 2422^thnd.

Sincerely yours,

ARTHUR SULZBERGER, JR.
Chairman of the Board

229 West 43rd Street620 Eighth Avenue New York, NY 1003610018

tel 212-556-1234

Notice of Annual Meeting of Stockholders
To be held April 24, 200722, 2008

To the Holders of Class A and Class B
Common Stock of The New York Times Company:

The Annual Meeting of Stockholders of The New York Times Company will be held at 9:10:00 a.m., local time, on Tuesday, April 24, 2007,22, 2008, at the New Amsterdam Theatre, 214TheTimesCenter, 242 West 4241^ndst Street, New York, NY 10036,10018, for the following purposes:

1.

To elect a Board of 1315 members;



2.

To consider and act upon a proposal to ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 30, 2007;28, 2008; and



3.

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

Holders of the Class A and Class B common stock as of the close of business on February 23, 2007,22, 2008, are entitled to notice of and to attend this meeting as set forth in the Proxy Statement. Class A stockholders are entitled to vote for the election of fourfive of the 1315 directors. Class A and Class B stockholders, voting together as a single class, are entitled to vote on the proposal to ratify the selection of Ernst & Young LLP as auditors for the 20072008 fiscal year. Class B stockholders are entitled to vote for the election of nine10 of the 1315 directors and on all other matters presented to the meeting.

New York, NY
March 14, 2007

By Order of the Board of Directors

RHONDA L. BRAUER
Secretary & Corporate Governance Officer

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE BY TELEPHONE, ON THE INTERNET OR BY COMPLETING AND RETURNING THE ENCLOSED PROXY CARD. THIS IS IMPORTANT FOR THE PURPOSE OF ENSURING A QUORUM AT THE MEETING.

New York, NY
March 25, 2008

By Order of the Board of Directors

RHONDA L. BRAUER
Secretary & Corporate Governance Officer

Table of Contents

The New York Times Company
Proxy Statement
Annual Meeting of Stockholders to be Held on April 24, 200722, 2008

Voting On Matters Before The Annual Meeting

Q:

What am I voting on?

A:

There are two items that stockholders are asked to vote on at the 20072008 Annual Meeting:

•

Proposal 1: Election of the Board of Directors.

•

Proposal 2: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 30, 2007.28, 2008.

Q:

Who is entitled to vote?

A:

The New York Times Company has two classes of outstanding voting securities: Class A common stock and Class B common stock. Stockholders of record of Class A or Class B stock as of the close of business on February 23, 2007,22, 2008, may vote at the 20072008 Annual Meeting. As of February 23, 2007,22, 2008, there were 143,092,644142,951,301 shares of Class A stock and 832,572825,634 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

•

Proposal 1: Class A stockholders may vote for the election of fourfive of the 1315 directors. Class B stockholders may vote for the election of nine10 of the 1315 directors.

•

Proposal 2: Class A and B stockholders, voting together as a single class, may vote on this proposal.

Q:

How do I cast my vote?

A:

If you hold stock as a registered stockholder, youvote by completing, signing, dating and returning the enclosed proxy card. You also can vote in person at the Annual Meeting or you can vote by mail, telephone or on the Internet. See "Voting Methods" on page 23 for more details.

Whichever method you use, each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions. To ensure that your proxy is voted, it should be received by the close of business on April 21, 2008.

If you submit a proxy card without giving instructions, your shares will be voted as recommended by the Board of Directors.

•

If you hold shares through a brokerage account (also called a "street name" holder):

If your stock is held through a broker or bank, you will receive voting instructions from your bank or broker describing how to vote your stock. The availability of telephone or Internet voting will depend upon the bank's or broker's voting processes.

Whichever method you use, each valid proxy received in time will be voted at the Annual Meeting by the persons named on the proxy card in accordance with your instructions. To ensure that your proxy is voted, it should be received by the close of business on April 23, 2007.

If you submit a proxy card without giving instructions, your shares will be voted as recommended by the Board of Directors.

Mellon Investor ServicesGeorgeson Inc. has been engaged as the independent inspector of election to tabulate stockholder votes at the Annual Meeting.

Q:

What is the difference between being a "stockholder of record" and a "street name" holder?

A:

If your shares are registered directly in your name with the Company's transfer agent, you are considered, with respect to those shares, the "stockholder of record." The proxy statement and proxy card have been made available directly to stockholders of record by the Company.

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). The proxy materials should be forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial holder, you have the right to direct your broker, bank or nominee how to vote and are also invited to attend the annual meeting. However, since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker or nominee.Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or other nominee how to vote your shares.

Q:

How does the Board of Directors recommend voting?

A:

The Board of Directors recommends voting:

•

FOR each nominee to the Board of Directors; and

The Audit Committee of the Board recommends voting:

•

FOR ratification of Ernst & Young LLP as auditors.

Q:

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

A:

By submitting your proxy card, you authorize the persons named on the proxy card to use their discretion in voting on any other matter brought before the Annual Meeting. The New York Times 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. You can change your vote or revoke your proxy at any time before it is voted at the Annual Meeting by executing a later-voted proxy by telephone, mail or the Internet or by voting by ballot at the meeting.

Q:

Will abstentions or broker non-votes affect the voting results?

A:

Abstentions or withheld votes will have no effect on Proposal 1; abstentions will have the same effect as negative votes on Proposal 2.

If a broker which is the record holder of shares indicates on a proxy form that it does not have discretionary authority to vote those shares on a Proposal, or if shares are voted in other circumstances in which proxy authority is defective or has been withheld on such Proposal, those non-voted shares ("broker non-votes") will be counted as present for quorum purposes but as not voting on the Proposal. This will have no effect on Proposal 1 and will have the same effect as a negative vote on Proposal 2.

Q:

What is the date of distribution of this Proxy Statement and the proxies solicited hereby?

A:

We are sending this Proxy Statement and the proxiesaccompanying proxy cards to our stockholders beginning on or about March 14, 2007.25, 2008.

Q:

WhatWho pays for the solicitation of proxies and how are the costs of this proxy solicitation?they solicited?

A:

The BoardWe will bear our costs of Directorsthe solicitation of The New York Times Company is soliciting your proxy for use at the Annual Meeting, and at any adjournment thereof. The Companythese proxies. These costs will bearinclude the cost of preparing, printing, and mailing this proxy solicitation, including the reimbursementProxy Statement and any other information we send to stockholders. In addition, we will request banks, brokers and brokers for reasonable expenses of sending outother custodians to forward our proxy materials to the beneficial owners of our common stock.stock and obtain their voting instructions, and we will reimburse those firms for their reasonable expenses in accordance with applicable rules. We have engaged Georgeson Shareholder Communications Inc. to assist in soliciting proxies, from brokers, banks, institutions and other fiduciaries by mail, telephone, and fax forwe expect to pay this firm a fee of $7,500, plus out-of-pocket expenses. In addition, officers of The New York Times Company may solicit proxies in person or by mail, telephone, e-mail or fax.

Voting Methods

We have been advised by our legal counsel that the procedures that have been put in place are consistent with the requirements of applicable state law.Please remember that if your stock is held through a broker or bank, you will receive voting instructions from your bank or broker describing the available processes for voting your stock.

		Voting in Person at the Annual Meeting AttendAll registered stockholders may attend the Annual Meeting to be held at 9:10:00 a.m. on Tuesday, April 24, 2007,22, 2008, at the New Amsterdam Theatre, 214TheTimesCenter, 242 West 4241ndst Street, New York, NY 10036.10018. Please note that even if you hold your stock in street name, you can still vote in person at the Annual Meeting if you obtain a legal proxy from your bank or broker. Please contact your bank or broker for information.
		Internet Voting (Available 24 hours a day)
		GoAll registered stockholders may go to the Web site address:
		www.proxyvoting.com/nythttp://proxy.georgeson.com for Class A stockholders
				www.proxyvoting.com/nyt1 for and Class B stockholders
stockholders. Enter the Company number and control number shown on your proxy card and follow the instructions on your screen.		Mark your selections. Click on "Submit your vote." Review your recorded selections. Click on "Proceed" to confirm your vote. If you currently receive the Company's Proxy Statement, Annual Report and proxy card by mail and would prefer to receive these documents viaare a street name holder, you may vote over the Internet if your bank or broker makes that method available to you may consentby enclosing instructions with the proxy statement that your bank or broker sends to future Internet receipt of these documents when voting your shares on the Internet.you.
		Telephone Voting (Available 24 hours a day) Call 1-866-540-5760.All registered stockholders may call: •    (800) 732-6167 for Class A stockholders •    (800) 433-2279 for Class B stockholders
		Follow the voice prompts. If you are a street name holder, you may vote by telephone if your bank or broker makes that method available to you by enclosing instructions with the proxy statement that your bank or broker sends to you.
		Proxy Card Voting by Mail If you are a registered stockholder: •    Mark your selections.selections on the proxy card. •    Date and sign your name as it appears on the proxy card. •    Mail the completed proxy card in the return envelope provided. Note: If you voted by telephone or the Internet, do not return your proxy card by mail. If you are a street name holder, you can vote by mailing your completed vote instruction form that you receive from your bank or broker.

Where To Find More Information On The New York Times Company

Documents Filed with the Securities and Exchange Commission ("SEC")

•

This Proxy Statement is accompanied by the Company's 20062007 Annual Report, which includes the Company's Form 10-K for the fiscal year ended December 31, 2006,30, 2007, that we have previously filed with the SEC and that includes audited financial statements.

•

You can obtain any of the documents that we file with the SEC (including an additional copy of our 20062007 Annual Report on Form 10-K) 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
229 West 43^rd Street620 Eighth Avenue
New York, NY 1003610018
Phone: (212) 556-1234
Attention: Corporate Secretary

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

•

If you would like to request documents from us, including any documents we may subsequently file with the SEC prior to the Annual Meeting, please do so by April 7, 2007,8, 2008, so that you will receive them before the Annual Meeting.

Additional Information

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

•

The Securities and Exchange Commission. We file reports, proxy statements and other information with the SEC, much of which can be accessed through the SEC's Web site (http://www.sec.gov) or can be reviewed and copied at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Please call 1-800-732-0330(800) 732-0330 for further information on the Public Reference Room.

•

The New York Stock Exchange. As the Class A stock of The New York Times Company is listed on the New York Stock Exchange, reports and other information on the Company can be reviewed at the office of the New York Stock Exchange at 20 Broad Street, New York, NY 10005.

•

The New York Times Company Web site. Our Web site athttp://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 Web site at
http://www.nytco.com/corp-governance.html:

—Corporate Governance Principles

—Board Committee Charters:

•

Audit Committee




•

Compensation Committee




•

Nominating & Governance Committee




•

Finance Committee




•

Foundation Committee

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

—Code of Ethics for Directors

—Business Ethics Policy

—Policy on Transactions with Related Persons

Copies of the foregoing are available in print at no charge to any stockholder. To obtain documents from us, please direct requests in writing or by telephone to:

The New York Times Company
229 West 43^rd Street620 Eighth Avenue
New York, NY 1003610018
Phone: (212) 556-1234
Attention: Corporate Secretary

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

IMPORTANT NOTE:

You should rely only on the information contained in this Proxy Statement to vote on the Proposals at the Annual Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this Proxy Statement. This Proxy Statement is dated March 14, 2007.25, 2008. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.

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 title of Publisher of The New York Times has been held by various family members, from Adolph S. Ochs to the current Publisher, Arthur Sulzberger, Jr., who also serves as the current Chairman of the 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 and the holders of which have the right to elect approximately 70% of the Board of Directors. Mrs. Sulzberger's four children are: Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger (the "grantors").

In 1997, the grantors executed an indenture (the "Trust Indenture") creating a trust (the "1997 Trust") for the benefit of each of the grantors and his or her family. 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 1997 Trust is also the indirect owner of an additional 4,300,197 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 continue 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").

The current trustees of the 1997 Trust are Daniel H. Cohen, James M. Cohen, Lynn G. Dolnick, Susan W. Dryfoos, Michael Golden, Carolyn Greenspon, Eric M. A. Lax and Arthur Sulzberger, Jr., and Cathy J. Sulzberger (the "Trustees").

The 1997 Trust will continue in existence until the expiration of 21 years after the death of the last remaining survivor of all descendants of Mrs. Sulzberger living on December 14, 2000. 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 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 within the family 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 achieved better 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 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 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 Trustees act by the affirmative vote of six of the eight Trustees. Generally, a Trustee may be removed by the agreement of six of the remaining seven Trustees. In general, four of the trustees will be appointed by all eight trustees; the remaining four trustees will be elected by the beneficiaries of the 1997 Trust.

Upon the termination of the 1997 Trust at the end of the stated term thereof, the shares of Class A and Class B stock held by such trust will be distributed to the descendants of Mrs. Sulzberger then living.

The Trustees also control, through a limited liability company, an additional 4,300,197 shares of Class A stock that are held in various family limited partnerships.

We have been informed by representatives of the Ochs-Sulzberger family that the aggregate holdings of the 1997 Trust and the descendants of Mrs. Sulzberger represent approximately 19% of the Company's total equity (i.e., Class A and Class B common stock of the Company).

Principal Holders of Common Stock

The following table sets forth the only persons who, to the knowledge of management, owned beneficially on February 23, 2007,22, 2008, more than 5% of the outstanding shares of either Class A or Class B stock:

1.

Each of the Trustees shares voting and investment power with respect to the shares owned by the 1997 Trust. Thus, 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 of them. 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 co-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 9,636,0519,377,260 Class A stock, representing approximately 6.6%6.5% of the outstanding shares of Class A stock, which shares include 747,168746,568 shares issuable upon the conversion of 747,168746,568 shares of Class B stock, 1,207,3051,166,502 shares of Class A stock which could be acquired within 60 days upon the exercise of options and 143,55055,275 restricted shares and restricted stock units of Class A stock, in each case, granted under the Company's 1991 Executive Stock Incentive Plan (the "NYT Stock Plan"), or its Non-Employee Directors' Stock Option Plan or Non-Employee Directors' Stock Incentive Plan (together, the "Directors' Plans"). In addition, we have been informed by representatives of the Ochs-Sulzberger family that the aggregate holdings of the 1997 Trust and the descendants of Mrs. Sulzberger represent approximately 19% of the Company's total equity (i.e., Class A and Class B common stock of the Company).

(Footnotes continue on following page)

(Footnotes continued from preceding page)

2.

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 table of Class A stock ownership, 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.

3.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Daniel H. Cohen include (a) 7,3117,310 shares of Class A stock held jointly with his wife, 1,710 shares of Class A stock held solely and 1,620 shares of Class B stock held solely, (b) 264,415236,915 shares of Class A stock beneficially owned by a limited liability company of which Mr. Cohen and his brother, James M. Cohen are members, (c) 4,000 shares of Class A stock which could be acquired within 60 days upon the exercise of options granted under the Directors' Plans (d) 530 shares of Class A stock held by a trust of which Mr. Cohen is a trustee, (d)(e) 230 shares of Class A stock held by a trust for an unrelated individual of which Mr. Cohen is sole trustee, (e)(f) 11,000 shares of Class A stock held by a trust created by Mr. Cohen for the benefit of his wife and children of which Mr. Cohen is a co-trustee and (f)(g) 37,657 shares of Class A stock held by a charitable trust of which Mr. Cohen is a co-trustee. Mr. Cohen disclaims beneficial ownership of all shares held by the trusts described in (c), (d), (e), (f) and (f)(g) above. The holdings of Class A stock reported for Mr. Cohen exclude 11,000 shares of Class A stock held by a trust of which his wife is a co-trustee, the beneficiaries of which are Mr. Cohen and his children.

4.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for James M. Cohen include (a) 69,319 shares of Class A stock and 1,620 shares of Class B stock held solely, (b) 264,415236,915 shares of Class A stock beneficially owned by a limited liability company of which Mr. Cohen and his brother, Daniel H. Cohen are members, (c) 37,657 shares of Class A stock held by a charitable trust of which Mr. Cohen is a co-trustee and (d) 15,28013,696 shares of Class A stock held by a trusttrusts created by Mr. Cohen for the benefit of his sons each of which Mr. Cohen is a sole trustee. The holdings of Class A stock reported for Mr. Cohen exclude 785 shares of Class A stock held by his wife. Mr. Cohen disclaims beneficial ownership of these shares as well as all shares held by the trusts described in (c) and (d) above.

5.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Ms. Dolnick include (a) 10,300 shares of Class A stock and 1,118 shares of Class B stock held jointly with her husband, (b) 264,715237,415 shares of Class A stock beneficially owned by a limited liability company of which Ms. Dolnick and her siblings, including Michael Golden, are members, (c) 8,00012,000 shares of Class A stock which could be acquired within 60 days upon the exercise of options granted under the Directors' Plans and (d) 30,861 shares of Class A stock held by two trusts of which Ms. Dolnick is the sole trustee. These trusts were created by Ms. Dolnick's brother, Michael Golden, for the benefit of his daughters. Ms. Dolnick disclaims beneficial ownership of these shares. The holdings of Class A stock reported for Ms. Dolnick exclude 39,24630,685 shares of Class A stock held by trusts of which Ms. Dolnick's husband is the sole trustee and the beneficiaries of which are their children. In addition, 2,2253,758 Class A stock units have been credited to Ms. Dolnick's account under the Company's Non-Employee Directors Deferral Plan.

6.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Ms. Dryfoos include (a) 305,972 shares of Class A stock and 960 shares of Class B stock held solely, (b) 17,2246,911 shares of Class A stock held by two trustsa trust of which Ms. Dryfoos is co-trustee, (c) 266,51511,500 shares of Class A stock held by a charitable trust of which Ms. Dryfoos and her siblings are trustees, (d) 236,315 shares of Class A stock beneficially owned by a limited liability company of which Ms. Dryfoos and her siblings are members and (d) 29,816(e) 21,000 shares of Class A stock which could be acquired within 60 days upon the exercise of options granted under the NYT Stock Plan. Ms. Dryfoos disclaims beneficial ownership of all of the shares described in (b) and (c) above.

7.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Michael Golden include (a) 7,7509,476 shares of Class A stock and 1,120 shares of Class B stock held solely and 29,59430,514 shares of Class A stock held jointly with his wife, (b) 264,715237,415 shares of Class A stock beneficially owned by a limited liability company of which Michael Golden and his siblings, including Ms. Dolnick, are members, (c) 332,349320,252 shares which could be acquired within 60 days upon the exercise of options granted under the NYT Stock Plan, (d) 8,561 shares of Class A stock held by a trust created by Ms. Dolnick for the benefit of her children of which Mr. Golden is trustee and (d) 22,550(e) 19,775 restricted shares and restricted stock units of Class A stock granted under the NYT Stock Plan. The holdings of Class A stock reported for Michael Golden exclude (a) 700 shares of Class A stock owned by his wife and (b) 214,514180,000 stock options under the NYT Stock Plan which were transferred to his wife. Mr. Golden disclaims beneficial ownership of all of the shares described in (d) above.

8.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Ms. Greenspon include (a) 3,875 shares of Class A stock and 360 shares of Class B stock held solely and (b) 15,844 shares of Class A stock held by two trusts of which Ms. Greenspon is co-trustee. Ms. Greenspon disclaims beneficial ownership of all of the shares described in (b) above.

9.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Mr. Lax include 24,08618,586 shares of Class A stock held jointly with his wife, 5,000 shares of Class A stock held as custodian for his children and 3,0001,200 shares of Class A stock held by Mr. Lax as custodiantrustee of two trusts held for his children. The holdings of Class A stock reported for Mr. Lax exclude (a) 24,696 shares of Class A stock and 960 shares of Class B stock owned by his wife, (b) 28,953 shares of Class A stock held for the benefit of his children by his wife as custodian, (c) 262,665238,165 shares of Class A stock beneficially owned by a limited liability company of which Mr. Lax's wife and her siblings, including Mr. Sulzberger, Jr. and Ms. Sulzberger,, are members and (d) 450 shares of Class A stock held by a charitable trust of which Mr. Lax's wife and her siblings, including Mr. Sulzberger, Jr. and Ms. Sulzberger,, are trustees. Mr. Lax disclaims beneficial ownership of all shares described in (a), (b), (c) and (d) above.

(Footnotes continue on following page)

(Footnotes continued from preceding page)

9.10.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Mr. Sulzberger, Jr. include (a) 21,86166,492 shares of Class A stock and 960 shares of Class B stock held solely and 8,996 shares of Class A stock held jointly with his wife, (b) 262,665238,165 shares of Class A stock beneficially owned by a limited liability company of which Mr. Sulzberger, Jr. and his siblings, including Ms. Sulzberger and Mr. Lax's wife, are members, (c) 46,260 shares of Class A stock held by trusts of which Mr. Sulzberger, Jr. is a co-trustee, which were created by certain of Mr. Sulzberger, Jr.'s cousins for the benefit of the latter and/or their children and of which Mr. Sulzberger, Jr. disclaims beneficial ownership andof which 450 shares of Class A stock are held by a charitable trust of which Mr. Sulzberger, Jr. and his siblings, including Ms. Sulzberger and Mr. Lax's wife, are trustees and of which Mr. Sulzberger, Jr. disclaims beneficial ownership, (d) 817,140809,250 shares which could be acquired within 60 days upon the exercise of options granted under the NYT Stock Plan and (e) 121,00035,500 restricted shares and restricted stock units of Class A stock granted under the NYT Stock Plan. The holdings of Class A stock reported for Mr. Sulzberger, Jr. exclude (a) 25,920 shares of Class A stock held by trusts of which Mr. Sulzberger, Jr.'s wife is a co-trustee and the beneficiaries of which are their children and (b) 210,140150,000 stock options under the NYT Stock Plan which were transferred to his wife.

10.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Ms. Sulzberger include (a) 30,659 shares of Class A stock and 960 shares of Class B stock held solely, (b) 262,665 shares of Class A stock beneficially owned by a limited liability company of which Ms. Sulzberger and her siblings, including Mr. Sulzberger, Jr. and Mr. Lax's wife, are members, (c) 20,000 shares of Class A stock which could be acquired within 60 days upon the exercise of options granted under the Directors' Plans and (d) 23,156 shares of Class A stock held by a trust created by Ms. Sulzberger's cousin, Ms. Jacqueline Dryfoos, for the benefit of her children of which Ms. Sulzberger is the sole trustee, 8,406 shares of Class A stock held by a trust created by Ms. Sulzberger's son of which Ms. Sulzberger is a co-trustee, 23,964 shares of Class A stock held by trusts for the benefit of Ms. Sulzberger's children of which Ms. Sulzberger is the sole trustee/custodian, 3,365 shares of Class A stock held in a trust for the benefit of Ms. Sulzberger's nephew of which Ms. Sulzberger is the sole trustee, 2,473 shares of Class A stock held in a trust for the benefit of Ms. Sulzberger's niece of which Ms. Sulzberger is the sole trustee and 450 shares of Class A stock held by a charitable trust of which Ms. Sulzberger and her siblings, including Mr. Sulzberger, Jr. and Mr. Lax's wife, are trustees. Ms. Sulzberger disclaims beneficial ownership of all shares of Class A stock held by such trusts and accounts. The holdings of Class A stock reported for Ms. Sulzberger exclude 1,106 shares of Class A stock held by her husband. In addition, 2,225 Class A stock units have been credited to Ms. Sulzberger's account under the Company's Non-Employee Directors Deferral Plan.

11.

According to information contained in filings with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2006,2007, T. Rowe Price Associates, Inc. ("T. Rowe Price") beneficially owned 21,432,18918,102,009 shares of Class A stock, Private Capital Management, L.P. ("PCM") beneficially owned 13,361,684 shares of Class A stock, Massachusetts Financial Services Company ("MFS") beneficially owned 11,893,034 shares of Class A stock and FMR Corp. ("FMR") beneficially owned 8,322,269 shares of Class A stock.

(a)

According to the filing by T. Rowe Price, the reported shares are owned by various individual and institutional investors for which T. Rowe Price serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Exchange Act, T. Rowe Price is deemed to be a beneficial owner of such securities; however, T. Rowe Price expressly disclaims that it is, in fact, the beneficial owner of such securities.

(b)

According to the The filing by PCM, PCM exercises shared voting authority with respect to shares held by those PCM clients that have delegated proxy voting authority to PCM. Such delegation may be granted or revoked at any time at the client's discretion.

(c)

According to the filing by MFS, MFS is an investment adviser and the reported shares are beneficially owned by MFS as well as certain other non-reporting entities.

(d)

According to the filing by FMR, the reported shares are held by various individual and institutional investors, for whom subsidiaries of FMR serve as investment advisor or investment manager. FMR and Edward C. Johnson 3d, through FMR's control of the subsidiaries, have the power to dispose of 8,204,637 of these shares and the power to vote and dispose of 117,518 of these shares.

Each of the filings by T. Rowe Price, PCM, MFS and FMR also statestates 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 and do not have the effect of changing or influencing the control of the Company.

12.

According to information contained in filings made by Morgan Stanley with the SEC pursuant to the Exchange Act, as of February 21, 2008, the Harbinger Capital Partners Group (as defined below) beneficially owned 27,222,634 shares of Class A stock. According to the filings, the shares are held by persons, referred to in this Proxy Statement as the Harbinger Capital Partners Group, consisting of: Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Manager"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund"), Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Fund ("HCPSS"), HMC—New York, Inc., the managing member of HCPSS ("HMCNY"), Harbert Management Corporation ("HMC"), the managing member of HMC Investors and the parent of HMCNY, Philip Falcone, a member of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert, a shareholder of HMC, Michael D. Luce, a shareholder of HMC, Harbinger Capital Partners NY, LLC ("Harbinger NY"), an investment fund, Firebrand Investments, LLC ("Firebrand"), an investment fund and a holder of membership interests in Harbinger NY, and Scott Galloway, the sole member and manager of Firebrand. See "Proposal Number 1—Election of Directors—Notes on Nominees" on page 11 for a description of the Agreement entered into by the Company and the Harbinger Capital Partners Group.

13.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2007, Barclays Global Investors, NA. ("Barclays") beneficially owned 8,299,535 shares of Class A stock. According to the filing by Barclays, the reported shares are held by its investment managementBarclays in trust accounts for the economic benefit of the beneficiaries of those accounts. The filing also states that, to the best of the holder's knowledge, the shares were acquired in the ordinary course of such holder's business units.and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Company.

Security Ownership of Management and Directors

The following table shows the beneficial ownership, reported to the Company as of February 23, 2007,22, 2008, of Class A and Class B stock, including shares as to which a right to acquire ownership exists (by the exercise of stock options 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 during 2006,and the three other most highly compensated executive officers of the Company during 2006, and James M. Follo, who became chief financial officer on January 8, 2007 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 "The 1997 Trust." The table also shows the amount of Class A stock units credited to the account of non-employee Directors under the Company's Non-Employee Directors Deferral Plan. Distribution in cash is made subsequent to retirement.

(Table continues and footnotesFootnotes appear on following page)

Note: Each individual Director and executive officer has beneficial ownership of less than 1%, other than in those instances noted.

1.

The amounts reported include shares of Class A stock which could be acquired within 60 days upon the exercise of stock options under the NYT Stock Plan, as follows: Mr. Ainsley: 189,946 shares; Mr. Follo: 13,500 shares; and Ms. Robinson: 610,000 shares. Also, the amounts reported include restricted shares and restricted stock units of Class A stock granted under the NYT Stock Plan as follows: Mr. Ainsley: 16,944 shares; Mr. Follo: 5,500 shares and Ms. Robinson: 124,250 shares.

2.

The amounts reported include shares of Class A stock which could be acquired within 60 days upon the exercise of stock options under the Directors' Plans, as follows: Ms. Barnes: 40,000; Mr. Cesan: 36,000; Mr. Cesan: 32,000; Mr. Kennard: 19,000;23,000; Mr. Kilts: 4,000;8,000; Dr. Liddle: 28,000;32,000; Ms. Marram: 36,000;40,000; Dr. Middelhoff: 12,000;16,000; and Ms. Toben: 12,000.16,000.

2.3.

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 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.

3.4.

See "Principal Holders of Common Stock" and "The 1997 Trust" for a discussion of this person's holdings.

4.

The amounts reported include shares of Class A stock which could be acquired within 60 days upon the exercise of stock options under the NYT Stock Plan, as follows: Mr. Forman: 459,245 shares; Mr. Heekin-Canedy: 149,560 shares; and Ms. Robinson: 502,750 shares. Also, the amounts reported include restricted shares and restricted stock units of Class A stock granted under the NYT Stock Plan as follows: Mr. Forman: 35,300 shares (which shares and units vest in connection with Mr. Forman's retirement); Mr. Heekin-Canedy: 23,387 shares and Ms. Robinson: 169,500 shares.

5.

Effective December 31, 2006, Mr. Forman retired asGalloway is a member of the Company's chief financial officer.

6.

Includes the holdingsHarbinger Capital Partners Group referenced in footnote 12 under "Principal Holders of Mr. Follo, who became chief financial officer on January 8, 2007, and excludes the holdings of Mr. Forman.Common Stock."

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 2006.2007.

Proposal Number 1—
Election of Directors

ThirteenFifteen Directors will be elected to the Board of The New York Times Company at the 20072008 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 Daniel H. Cohen,Messrs. Denham, Galloway and Kohlberg and Ms. Lepore, is now a member of the Board of Directors and was elected at the 20062007 Annual Meeting for which proxies were solicited.

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 fourfive of the 1315 Directors; Class B stockholders will elect nine.10. Directors are elected by a plurality of the votes cast. Although approximately 30% of the Directors are elected by the holders of the Company's Class A common stock and the remaining Directors by the holders of the Company's Class B common stock, 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.

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.

The enclosed proxy cards will be used to vote for the election of the nominees named above unless you withhold the authority to do so when you send in your proxy. Each person nominated for election has consented to being named in this Proxy Statement and has agreed to serve if elected.

Notes on Nominees:

•

Michael Golden and Lynn G. Dolnick are siblings.

•

Daniel H. Cohen, Lynn G. Dolnick and Michael Golden, and Arthur Sulzberger, Jr. are cousins.

Information Regarding Agreement with HCP Investors

On January 25, 2008, affiliates of Harbinger NY delivered to us a Notice of Nomination of Candidates for Election to the Board of Directors (the "HCP Nomination Letter"). The HCP Nomination Letter indicated that Harbinger NY, together with certain of its affiliates and Firebrand (collectively, the "HCP Investors"), planned to seek representation on our Board by nominating a slate of four candidates (Scott Galloway, James A. Kohlberg, Allen L. Morgan and Gregory Shove) for election as directors at the Annual Meeting and to solicit proxies on behalf of such nominees (the "HCP Nomination").

On January 28, 2008, Harbinger NY filed with the SEC soliciting materials that included a statement of their intention to make a preliminary filing of a proxy statement and a copy of a letter from Scott Galloway, dated January 27, 2008, addressed to two of our executive officers, confirming the HCP Investors' nominations and proposing an informal meeting.

On February 21, 2008, we filed with the SEC a preliminary proxy statement related to the Annual Meeting, and on February 29, 2008, Harbinger NY filed with the SEC a preliminary proxy statement related to the matters set forth in the HCP Nomination Letter.

During this period, members of our management and our Nominating & Governance Committee held meetings with each of the four HCP nominees for the purpose of considering and evaluating such nominees. Between March 7, 2008 and March 14, 2008, William Kennard, the Chair of our Nominating & Governance Committee, and Janet

Robinson, our Chief Executive Officer, had a number of conversations with Philip Falcone, Senior Managing Director of Harbinger Capital Partners, to explore a possible agreement to terminate the contest for the election of directors that the HCP Investors had initiated. On March 17, 2008, we and the HCP Investors entered into an agreement (the "Agreement") terminating the pending proxy contest with respect to the election of directors at our Annual Meeting. Pursuant to the Agreement, we have agreed, among other things:

•

to increase the size of the Board from thirteen to fifteen directors effective as of the end of the 2008 Annual Meeting;

•

to nominate each of Scott Galloway and James A. Kohlberg (the "HCP Investor Nominees") as a director for terms to expire at our 2009 Annual Meeting of Stockholders (the "2009 Annual Meeting");

•

to use all reasonable best efforts to cause the 2008 Annual Meeting to be held and the election of directors thereat to be conducted on the scheduled date of April 22, 2008;

•

to name, upon their election to the Board, at least one HCP Investor Nominee to each of the Nominating & Governance Committee and the Compensation Committee of the Board; and

•

to reimburse the HCP Investors for actual out-of-pocket expenses in connection with their nominations and related filings, up to a maximum amount of $250,000.

Pursuant to the Agreement, the HCP Investors agreed:

•

to irrevocably withdraw the nominations to the Board they had previously made and to terminate the pending proxy contest;

•

to vote their shares in favor of the Board's slate of nominees at the Annual Meeting and against any stockholder nominations for director which are not approved and recommended by the Board;

•

to refrain from taking certain actions with respect to the election of directors (such as soliciting proxies or written consents) during a restricted period, which, if not otherwise terminated in accordance with the terms of the Agreement, begins on March 17, 2008 and ends on the date that is 30 days before the first day of the notice period for the 2009 Annual Meeting (the "Restricted Period"); and

•

to cause one HCP Investor Nominee to resign from the Board if, during the Restricted Period, the HCP Investors and their affiliates fail to collectively beneficially own at least 40% of the number of our shares they beneficially owned as of the record date for the Annual Meeting, or approximately 7.6% of the Class A shares outstanding, and to cause both HCP Investor Nominees to resign if, during the Restricted Period, the HCP Investors and their affiliates fail to collectively beneficially own at least 20% of the number of our shares they beneficially owned as of the record date for the Annual Meeting, or approximately 3.8% of the Class A shares outstanding.

In addition, pursuant to the Agreement, if, during the Restricted Period, any HCP Investor Nominee refuses to serve, or is unable to serve, as a director then the HCP Investors will be entitled to designate either Allen L. Morgan or Gregory Shove as a replacement or, if neither Mr. Morgan nor Mr. Shove is willing or available, to select another replacement with our consent, which consent shall not be unreasonably withheld.

Arrangements among the Harbinger Capital Partners Group and the HCP Investor Nominees

The Master Fund and the Special Fund (together, the "HCP Funds") are the Class A-1 Members of Harbinger NY and Firebrand is the Class B-1 Member of Harbinger NY. Scott Galloway is the sole member and manager of Firebrand with the exclusive right of every kind to control and bind Firebrand. Firebrand has agreed to transfer five percent of the Class B-1 Membership interests in Harbinger NY to Mr. Kohlberg.

The HCP Funds have the right to consult with Firebrand and Scott Galloway with respect to the investment of their capital contributions to Harbinger NY, and Firebrand and Scott Galloway have agreed to provide such consulting services. With respect to particular investments, the quarterly consulting compensation payable to Firebrand by the HCP Funds will be the lesser of $25,000 and 0.125 percent of the average fair market value of such investment made by Harbinger NY with capital contributions from the Class A-1 Members.

With respect to the distribution of investment proceeds, amounts apportioned to the Class B-1 Members are distributed to such Class B-1 Members. Amounts apportioned to the Class A-1 Members are distributed to such Class A-1 Members and Class B-1 Members as follows: first to the Class A-1 Members, up to the amount of their respective capital contributions (less previous distributions), then to the Class B-1 Members (in such proportion as may be specified by Firebrand with the consent of the Master Fund) until the cumulative past and present distributions made to the Class B-1 Members are equal to 10 percent of the net profits realized by the HCP Funds (and/or any of their affiliates) and Harbinger NY, and then the remainder to the Class A-1 Members.

Profiles of Nominees for the Board of Directors

The following information was provided by the nominees:

Class A Nominees

		ROBERT E. DENHAM Age: Principal Occupation: Recent Business Experience: Other Directorships:		62 Partner, Munger, Tolles & Olson LLP (from 1998) Chairman and Chief Executive Officer of Salomon Inc (from 1992 to 1998), General Counsel of Salomon Inc and Salomon Brothers (from 1991 to 1992); Managing Partner of Munger, Tolles & Olson LLP (1985 to 1991), Partner at Munger, Tolles & Olson LLP (from 1973 to 1991) Alcatel-Lucent S.A., Chevron Corporation, Fomento Economico Mexicano SA de CV and Wesco Financial Corporation.
		SCOTT GALLOWAY Age: Principal Occupation: Recent Business Experience: Other Directorships:		43 Founder and Chief Investment Officer, Firebrand Partners LLC (an operational activist investment firm) from 2005 Clinical Associate Professor, New York University Stern School of Business (from 2002); Founder (1992), Chairman (from 2000 to 2002) and Chief Executive Officer (from 1992 to 2000), Prophet Brand Strategy, Inc. (brand consulting firm); Founder (1997) and Chairman (from 1997 to 2000), RedEnvelope Inc. (Internet gift retailer) RedEnvelope, Inc.
		JAMES A. KOHLBERG Age: Principal Occupation: Recent Business Experience: Other Directorships:		50 Co-Founder and Chairman, Kohlberg & Company (a middle market private equity firm) from 1987 Co-Founder and Chairman (from 2005), Helium Group LLC (Internet media firm d/b/a HalogenGuides.com); Chairman (from 2004), ClearEdge Power; Investment Professional (from 1984 to 1987), Kohlberg Kravis Roberts & Co. Kohlberg Capital Corporation (f/k/a Kohlberg Capital, LLC)

		THOMAS MIDDELHOFF Age: Director Since: Principal Occupation: Recent Business Experience: Other Directorships: Committee Memberships:		54 2003 Chief Executive Officer, Arcandor AG (from 2005) (name changed to Arcandor AG from KarstadtQuelle AG on June 29, 2007) Non-executive Chairman, Arcandor AG (from 2004 to 2005); Managing Director, Investcorp Ltd. (from 2003 to 2005); Chairman and Chief Executive Officer (from 1997 to 2002), Head of Corporate Development and Coordinator of Multimedia Business (from 1994 to 1998), and Member of The Board Industry Division (from 1990 to 1994), Bertelsmann AG; Managing Director (from 1989 to 1990), Mohndruck, Calandar Publishing Company Arcandor AG, Senator Entertainment AG (Non-executive Chairman) and Thomas Cook Group plc (Non-executive Chairman) Compensation
		DOREEN A. TOBEN Age: Director Since: Principal Occupation: Recent Business Experience: Other Directorships: Committee Memberships:		58 2004 Executive Vice President and Chief Financial Officer, Verizon Communications, Inc. (from 2002) Senior Vice President and Chief Financial Officer, Telecom Group, Verizon Communications, Inc. (from 2000 to 2002); Vice President and Controller (from 1999 to 2000) and Vice President and Chief Financial Officer, Telecom/Network, Bell Atlantic Inc. (from 1997 to 1999) Verizon Wireless Inc. and JP Morgan Chase & Co. (National Advisory Board Member) Audit and Foundation
Class B Nominees
		RAUL E. CESAN Age: Director Since: Principal Occupation: Recent Business Experience: Committee Memberships:		5960 1999 Founder and Managing Partner, Commercial Worldwide LLC (investments) (from 2001) President and Chief Operating Officer of Schering-Plough Corporation (from 1998 to 2001), Executive Vice President of Schering-Plough Corporation and President of Schering-Plough Pharmaceuticals (from 1994 to 1998), President of Schering Laboratories (from 1992 to 1994), President of Schering-Plough International (from 1988 to 1992) Audit (Chair) and Finance

		WILLIAM E. KENNARD Age: Director Since: Principal Occupation: Recent Business Experience: Other Directorships: Committee Memberships:		50 2001 Managing Director, The Carlyle Group (from 2001) Chairman of the Federal Communications Commission (from 1997 to 2001), General Counsel of the Federal Communications Commission (from 1993 to 1997) Sprint Nextel Corporation Nominating & Governance (Chair) and Finance
		JAMES M. KILTSDANIEL H. COHEN Age: Director Since: Principal Occupation: Recent Business Experience: Other Directorships: Committee Memberships:		5955 2005 Founding Partner, Centerview Partners, LLC (a financial advisory firm) (from October 2006) Vice Chairman of the Board of The Procter & Gamble Company (from October 2005 to October 2006); President (from 2003 to October 2005), Chairman of the Board and Chief Executive Officer (from 2001 to October 2005), The Gillette Company; President and Chief Executive Officer (from 1999 to 2000), Nabisco Group Holdings Corp.; President and Chief Executive Officer (from 1998 to 1999), Nabisco Holdings Corp and Nabisco Inc.; Executive Vice President, Worldwide Food (from 1994 to 1997), Phillip Morris Companies; President (from 1989 to 1994), Kraft USA and Oscar Mayer; President, Kraft Limited in Canada; Senior Vice President, Kraft International MeadWestvaco Corporation, MetLife, Inc. and VNU Group B.V. (Supervisory Board Member) Audit and Finance

		DOREEN A. TOBEN Age: Director Since: Principal Occupation: Recent Business Experience: Other Directorships: Committee Memberships:		57 2004 Executive Vice President and Chief Financial Officer, Verizon Communications, Inc. (from 2002) Senior Vice President and Chief Financial Officer, Telecom Group, Verizon Communications, Inc. (from 2000 to 2002); Vice President and Controller (from 1999 to 2000) and Vice President and Chief Financial Officer, Telecom/Network, Bell Atlantic Inc. (from 1997 to 1999) Verizon Wireless Inc. Audit and Foundation
Class B Nominees
		BRENDA C. BARNES Age: Director Since: Principal Occupation: Recent Business Experience: Other Directorships: Committee Memberships:		53 1998 Chairman and Chief Executive Officer, Sara Lee Corporation (from October 2005) President and Chief Executive Officer (February 2005 to October 2005), President and Chief Operating Officer (from July 2004 to February 2005), Sara Lee Corporation; Interim President and Chief Operating Officer, Starwood Hotels & Resorts (from November 1999 to March 2000); President and Chief Executive Officer (from 1996 to 1997) and Chief Operating Officer (from 1993 to 1996), Pepsi-Cola North America, President (1992), Pepsi-Cola South Sara Lee Corporation and Staples, Inc. Compensation and Nominating & Governance
		DANIEL H. COHEN Age: Principal Occupation: Recent Business Experience:		542007 President, DeepSee, LLC (from 2007) (an oceanic exploration and submarine leasing company) (from 2007) President, Dan Cohen & Sons, LLC (1999 to 2006); Senior Vice President, Advertising (1996 to 1999), Vice President, Advertising (1995 to 1996), Group Director, Promotion (1993 to 1995) and Managing Director, Sales (1992 to 1993), The New York Times Finance

		LYNN G. DOLNICK Age: Director Since: Principal Occupation: Recent Business Experience: Committee Memberships:		5556 2005 Director of various non-profit corporations Associate Director, Exhibits and Outreach (from 1998 to 2004), Head, Division of Exhibits (from 1993 to 1998), Head, Office of Exhibit Interpretation (from 1991 to 1993), Special Assistant to Director (from 1986 to 1991), Director, NOAHS Center (New Opportunities in Animal Health Sciences) (from 1985 to 1987), Smithsonian's National Zoological Park Finance and Foundation (Chair)
		MICHAEL GOLDEN Age: Director Since: Principal Occupation: Recent Business Experience: Committee Memberships:		5758 1997 Vice Chairman of the Company (from 1997) and Publisher, International Herald Tribune (from 2003) 2003 to January 2008); Vice President, Operations Development, of the Company (from 1996 to 1997); Executive Vice President, NYT Sports/Leisure Magazines, and Vice President and Publisher, Tennis magazine (from 1994 to 1996) and Executive Vice President and General Manager (from 1991 to 1994), NYT Women's Magazines Foundation
		WILLIAM E. KENNARD Age: Director Since: Principal Occupation: Recent Business Experience: Committee Memberships:		51 2001 Managing Director, The Carlyle Group (from 2001) Chairman of the U.S. Federal Communications Commission (from 1997 to 2001), General Counsel of the U.S. Federal Communications Commission (from 1993 to 1997) Nominating & Governance (Chair) and Finance

		DAWN G. LEPORE Age: Principal Occupation: Recent Business Experience: Other Directorships:		53 Chairman, President and Chief Executive Officer, drugstore.com, inc. (from October 2004) Vice Chairman, Technology, Active Trader, Operations, Business Strategy, and Administration (August 2003 to October 2004), Vice Chairman, Technology, Operations, Business Strategy, and Administration (May 2003 to August 2003), Vice Chairman, Technology, Operations, and Administration (July 2002 to May 2003), Vice Chairman, Technology and Administration (November 2001 to July 2002); and Vice Chairman and Chief Information Officer (July 1999 to November 2001), Executive Vice President and Chief Information Officer (1993 to 1999), Vice President, Applications Development Support (1987 to 1993), Charles Schwab Corporation and Charles Schwab & Co, Inc. drugstore.com, inc. and eBay Inc.
		DAVID E. LIDDLE Age: Director Since: Principal Occupation: Recent Business Experience: Committee Memberships:		6263 2000 Partner, U.S. Venture Partners (from 2000) Chairman (1999), President (from 1992 to 1999) and Co-Founder of Interval Research Corporation; Vice President, Personal Systems, International Business Machines Corporation (1991); President and Chief Executive Officer, Metaphor Computer Systems,  Inc. (from 1982 to 1991) Audit and Compensation (Chair)

		ELLEN R. MARRAM Age: Director Since: Principal Occupation: Recent Business Experience: Other Directorships: Committee Memberships:		6061 1998 President, The Barnegat Group, LLC (business advisory firm) (from 2006) Operating Advisor (from 2006), Managing Director (from 2000 to 2005), North Castle Partners, LLC; President and Chief Executive Officer of efdex, Inc. (the Electronic Food & Drink Exchange) (from 1999 to 2000); President (from 1993 to 1998) and Chief Executive Officer (from 1997 to 1998), Tropicana Beverage Group, and Executive Vice President, The Seagram Company Ltd. and Joseph E. Seagram & Sons Inc. (from 1993 to 1998); Senior Vice President, Nabisco Foods Group, and President and Chief Executive Officer, Nabisco Biscuit Company (from 1988 to 1993) Eli Lilly and Company, Ford Motor Company and effective June 1, 2007, Cadbury Schweppes plcplc; Deutsche Bank North America (Advisory Board Member) Finance (Chair), Compensation and Nominating & Governance
		THOMAS MIDDELHOFF Age: Director Since: Principal Occupation: Recent Business Experience: Other Directorships: Committee Memberships:		53 2003 Chief Executive Officer, KarstadtQuelle AG (from 2005) Non-executive Chairman, KarstadtQuelle AG (from 2004 to 2005); Managing Director, Investcorp Ltd. (from 2003 to 2005); Chairman and Chief Executive Officer (from 1997 to 2002), Head of Corporate Development and Coordinator of Multimedia Business (from 1994 to 1998), and Member of The Board Industry Division (from 1990 to 1994), Bertelsmann AG; Managing Director (from 1989 to 1990), Mohndruck, Calandar Publishing Company APCOA Parking AG, KarstadtQuelle AG, Senator AG (Non-executive Chairman) and Thomas Cook AG (Non-executive Chairman) Compensation

		JANET L. ROBINSON Age: Director Since: Principal Occupation: Recent Business Experience: Committee Memberships:		5657 2004 President and Chief Executive Officer of the Company (from 2005) Executive Vice President and Chief Operating Officer of the Company (2004); Senior Vice President, Newspaper Operations, of the Company (from 2001 to 2004); President and General Manager, The New York Times (from 1996 to 2004) Foundation
		ARTHUR SULZBERGER, JR. Age: Director Since: Principal Occupation: Recent Business Experience:		5556 1997 Chairman of the Company (from 1997) and Publisher, The New York Times (from 1992) Deputy Publisher (from 1988 to 1992) and Assistant Publisher (from 1987 to 1988), The New York Times

Interests of Directors in Certain Transactions of the Company

1.    In the ordinary course of business, the Company and its subsidiaries from time to time engage in transactions with other corporations whose officers or directors are also Directors or Director nominees of the Company. These include the Company's purchase of products and services from Verizon Communications, Inc. and the running of advertising in Company properties for the products and services of Citigroup Inc., Ford Motor Company, The Procter & Gamble Company, Sprint Nextel CorporationPfizer, Inc. and Verizon Communications, Inc., as well as other Director-affiliated companies. All of these arrangements are conducted on an arm's-length basis. The relevant outside Director does not participate in these business relationships nor profit directly from them. Due to the nature of these transactions, they may not even come to the attention of the Company's Board or the relevant Director.Director or Director nominee.

2.    During 2006,2007, Arthur Sulzberger, Jr. was employed as Chairman of the Company and Publisher of The New York Times, and Michael Golden was employed as Vice Chairman of the Company and Publisher of the International Herald Tribune. See "Compensation of Executive Officers" for a description of Mr. Sulzberger, Jr.'s and Mr. Golden's compensation. In 2007, James Dryfoos was employed as Senior Systems Analyst, The New York Times newspaper, (IP-Data Center)and Manager, The New York Times Company (Enterprise Services), and was paid a total of $121,500 in 2006.$145,040. In 2007, Michael Greenspon was employed as Sales & Operations Director, The Boston Globe (Retail Sales, Inc.), and Project Director, The New York Times newspaper (Strategic Planning), and was paid a total of $95,390 in 2006.$217,039, which amount included reimbursement of significant one-time relocation expenses and related taxes. Messrs. Dryfoos and Greenspon are each the son of a cousin of Messrs. Sulzberger, Jr., and Golden, Daniel H. Cohen and Lynn G. Dolnick and Cathy J. Sulzberger.Dolnick. Mr. Sulzberger, Jr. and Ms. Sulzberger are siblings, and are cousinsis a cousin of Mr. Cohen and of Ms. Dolnick and Mr. Golden, who are also siblings.

3.    See "Policy on Transactions with Related Persons" on pages 18-19page 21 for a description of the Company's policy in connection with any transaction between the Company and a "related person."

4.    See "Proposal Number 1—Election of Directors—Notes on Nominees" on page 11 for a description of the Agreement entered into by the Company and the HCP Investors.

Board of Directors and Corporate Governance

The Board of Directors is responsible for overseeing the direction, affairs and management of the Company. The Board recognizes its fiduciary duty to both Class A and Class B stockholders.

What's New This Year?

Majority Voting for Directors

On February 21, 2008, the Board of Directors, upon the recommendation of our Nominating & Governance Committee, amended our Corporate Governance Principles to provide that each nominee for election to the Board must agree to resign upon the request of the Board if, in an uncontested election, he or she is elected to the Board but fails to receive a majority of the votes cast. In determining whether to require the Director to resign, the Board, with such person not participating, will consider all relevant facts and circumstances. The Board must make the request within 60 days and the Company must disclose the Board's decision within 65 days.

Director Nominee Rotation.  On April 3, 2007, the Board of Directors, upon the recommendation of our Nominating & Governance Committee, amended our Corporate Governance Principles to provide that it is the policy of the Company to have an annual rotation of the nominees for election to the Board by holders of the publicly traded, Class A common stock. It is intended that each of the independent directors be nominated for election by the Class A stockholders at least once every three years and that each year, the slate of Class A nominees include at least one member of each of the Audit, Compensation and Nominating & Governance Committees.

This policy reinforces the principle that, once elected, our directors have no ongoing status as "Class A" or "Class B" directors. They all owe fiduciary duties and responsibilities to all of our stockholders.

New Independent Director Nominees.  We will add four new Director nominees for election by our stockholders this year, Messrs. Denham, Galloway and Kohlberg and Ms. Lepore. Assuming they are elected, Messrs. Denham, Galloway and Kohlberg and Ms. Lepore will be independent Directors.

Director Compensation.  On the recommendation of our Nominating & Governance Committee, our Board approved modifications to the compensation for non-employee Directors, which took effect on April 1, 2007. We discontinued our practice of paying meeting fees in recognition of the fact that meeting attendance is the most basic expectation of a director. Instead we now have a higher annual Board retainer and Committee retainer. See "Directors' Compensation—Director Compensation" for a description of the compensation paid to our non-employee Directors.

Independent Compensation Consultant.  In 2007, the Compensation Committee directly engaged an independent compensation consultant, Exequity, LLP. Exequity reported on its review of data from nationally recognized compensation surveys. The review analyzed salary, annual and long-term cash incentive bonuses and equity compensation, as well as total compensation, for comparable executive positions at a cross-industry selection of U.S. companies with revenues comparable to ours and, for operating unit positions, at other comparable media companies. Exequity also provided general advice on executive compensation trends and programs and makes compensation recommendations for our Chairman and Chief Executive Officer. See "Compensation Discussion & Analysis" for a description of the Compensation Committee's engagement of Exequity.

The following highlights theother key corporate governance practices applicable to the Board:

Corporate Governance Principles.  The New York Stock Exchange ("NYSE") rules require listed companies to adopt corporate governance principles. The current version of the Company's corporate governance principles,Corporate Governance Principles, most recently amended in November 2006,on February 21, 2008, reflecting the following and other provisions, is included in this Proxy Statement as Appendix I. A printable copy of our corporate governance principles is available on our Web site and is also available in print to any stockholder requesting it. Such request can be submitted in writing or by telephone as described on page 3.4.

Corporate Governance Officer.  The Company has appointed a Corporate Governance Officer to promote best practices and help the Company remain in the forefront of good corporate governance. The Corporate Governance Officer periodically reviews the Company's corporate governance principles and practices to assure that they continue to reflect high standards and makes recommendations to the Nominating & Governance Committee in connection with the Company's governance practices.

Director Election.  All Directors stand for election annually. Voting is not cumulative. Under our Certificate of Incorporation, approximately 30% of the Directors are elected by the holders of the Company's Class A common stock and the remaining Directors by the holders of the Company's Class B common stock. Under the New York Business Corporation Law and our Corporate Governance Principles, 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 the Company and all of our stockholders.

Director Attendance at Annual Meetings.  All Directors are expected to attend the Company's annual meeting of stockholders. All Directors attended the Company's 20062007 annual meeting of stockholders in person, except for Thomas Middelhoff, who could not attend.attend due to a conflicting business schedule.

Director Retirement Age.  None of our Directors will stand for re-election after his or her 70^th birthday, unless the Board determines otherwise.

Directors as Stockholders.  All Directors are expected to own stock in the Company equal in value to at least three times the annual Board cash retainer as set from time to time by the Board. Each Director is expected to accumulate this stock over a reasonable period of time. Stock units held by a Director under any deferral plan are included in calculating the value of ownership to determine whether this minimum ownership has been accumulated. All Directors currently satisfy this minimum stock ownership level.

Director Orientation.  The Company has a comprehensive orientation program for all new non-management Directors with respect to their role as directors and as members of the particular Board committees on which they will serve. It includes one-on-one meetings with senior management and top New York Times editors, a plant visit and extensive written materials on each of the Company's different business units. The senior management meetings cover a corporate overview, the Company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, and its business conduct policies. All other Directors are also invited to attend each orientation program.

Ongoing Director Education.  From time to time, the Company will provide Directors with additional educational materials and presentations from Company and/or third-party experts on subjects that would enable them to perform better their duties and to recognize and deal appropriately with issues that arise. In addition, the Company will pay all reasonable expenses for any Director who wishes to attend a director continuing education program.

"Controlled Company" Exception to NYSE Rules.  The Company's Board of Directors has determined not to take advantage of an available exception from certain of the NYSE rules. A company of which more than 50% of the voting power is held by a single entity, a "controlled company," need not comply with the requirements for a majority of independent directors or for independent compensation and nominating/corporate governance committees. As a result of the 1997 Trust's holdings of Class B stock, the Company would qualify as a controlled company and could elect not to comply with these independence requirements. However, the Company's Board of Directors has determined to comply in all respects with the NYSE rules.

Independent Directors.  The NYSE rules require listed companies to have a board of directors with at least a majority of independent directors. The Company has now, and has had for many years, a majority of independent Directors.

The Board has determined that each of Ms. Barnes, Messrs. Cesan, Kennard and Kilts, Dr. Liddle, Ms. Marram, Dr. Middelhoff and Ms. Toben are independent, and that, assuming they are elected, Messrs. Denham, Galloway and Kohlberg and Ms. Lepore will be independent. Of the remaining Directors, Messrs. Sulzberger, Jr. and Golden and Ms. Robinson are executive officers of the Company, Ms. Dolnick is a cousin of Mr. Sulzberger, Jr. and a sister of Mr. Golden and Ms. Sulzberger is the sister of Mr. Sulzberger, Jr. and a cousin of Mr. Golden. Mr. Cohen a nominee for Director, is a cousin of Messrs. Sulzberger, Jr. and Golden. Due to their family relation to Messrs. Sulzberger, Jr. and Golden, Ms. Dolnick and willMr. Cohen, who are cousins, are not be considered independent.

The NYSE rules specify five categories of relationships between an individual and a listed company that render the individual ineligible to be independent. The Board has determined that none of the Company's independent Directors has a relationship with the Company that falls within these categories.

Under the NYSE rules, a Director qualifies as "independent" so long as he or she has none of these impermissible relationships with the Company and upon the Board affirmatively determining that he or she has no other material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

The NYSE rules permit the adoption of, and the Board of the Company has adopted, categorical standards defining "material relationships" for the purpose of determining independence. Under these standards, the Board has determined that the following relationships — relationships—provided they are not required to be disclosed in the Company's public filings by SEC rules — rules—are immaterial to the Company for this purpose:

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if the Director does business with the Company, or is affiliated with an entity with which the Company does business, so long as payments by or to the Company do not exceed the greater of $1,000,000 or, in the case of an affiliated entity, 2% of the annual revenues of the other entity; or

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if the Director serves as an officer or director of a charitable organization to which the Company, The New York Times Company Foundation or The New York Times Neediest Cases Fund makes a donation, so long as the aggregate annual donations do not exceed the greater of $1,000,000 or 2% of that organization's annual charitable receipts.

The Board has determined that each of the Company's independent Directors has only immaterial relationships with the Company under these categorical standards.

Board Committees.  Both the Sarbanes-Oxley Act of 2002 and the NYSE rules require the Company to have an audit committee comprised solely of independent directors, and the NYSE rules also require the Company to have independent compensation and nominating/corporate governance committees. The Company is in compliance with these requirements.

Under the Sarbanes-Oxley Act, members of an audit committee must have no affiliation with the issuer, other than the Board seat, and receive no compensation in a capacity other than as a director/committee member. Each member of our Audit Committee meets this independence standard.

Audit Committee Financial Experts.  Rules promulgated by the SEC under the Sarbanes-Oxley Act require the Company to disclose annually whether our Audit Committee has one or more "audit committee financial experts," as defined by the SEC. The Board has determined that a majority of the Audit Committee members, including the Chair of the Committee, Mr. Cesan, qualify as "audit committee financial experts."

Codes of Ethics.  The Company has adopted a Business Ethics Policy, applicable to all employees, a code of ethics that applies not only to the Company's CEO and senior financial officers, as required by the SEC, but also to its Chairman and Vice Chairman, and a code of ethics for Directors. A printable version of each of these documents is available on our Web site and is also available in print to any stockholder requesting it. Such request can be submitted in writing or by telephone as described on page 3.4.

Non-Management Directors.  The NYSE rules require that the non-management directors of a listed company meet periodically in executive sessions. The Company's non-management Directors meet separately at the end of each regular meeting of the Board. Additionally, at least once a year the independent Directors meet in executive session. Ms. Dolnick and Ms. SulzbergerMr. Cohen are non-management Directors who, due to their family relation to Messrs. Sulzberger, Jr. and Golden, are not considered independent. Mr. Cohen will be a non-management Director who, due to his family relation to Messrs. Sulzberger, Jr. and Golden, will not be considered independent.

Presiding Director.  Ms. Marram currently serves as our Presiding Director. In addition to chairing all executive sessions of our non-management and independent Directors, our Presiding Director:

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serves as a liaison between our Chairman, our CEO and our independent Directors;

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reviews proposed plans for Board meeting presentations;

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consults with any of the senior executives of the Company as to any concerns the executive might have; and

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makes herself available for direct consultation with major stockholders.

Interested parties may express their concerns to the Company's non-management Directors or the independent Directors by contacting the Presiding Director, care of the Corporate Secretary, The New York Times Company, 229 West 43^rd Street,620 Eighth Avenue, New York, NY 10036.10018. The Corporate Secretary will relay all such correspondence to the Presiding Director.

Communications with the Board.  Stockholders may communicate with the Board of Directors care of the Corporate Secretary, The New York Times Company, 229 West 43^rd Street,620 Eighth Avenue, New York, NY 10036.10018. The Corporate Secretary will relay all such correspondence to the entire Board of Directors.

Board and Committee Evaluations.  Our Board has a Board and Committee evaluation process to examine and discuss how our Board and Committees function as groups and with senior management of our Company. We believe that our stockholders' interests can be best protected by acknowledging the separate responsibilities of management and our Board and its Committees and by ensuring an open environment for Board and management discussions and actions.

No Interlocking Directorships.  The Chairman of the Board, as Publisher of The New York Times newspaper, does not sit on any other company board. Although other members of senior management without editorial responsibilities are not so precluded, none sit on the boards of directors of any company at which one of our Directors is the chief executive officer or chief operating officer.

Succession Planning.  Recognizing the critical importance of executive leadership to the success of the Company, the Board works with senior management to ensure that effective plans are in place for both short-term and long-term executive succession at The New York Times Company.

Senior Management Evaluation.  In consultation with all non-management Directors, the Compensation Committee annually evaluates the performance of our Chairman, President and CEO and Vice Chairman.

Corporate Financial Ethics Hotline.  The Company has established a corporate financial ethics hotline to allow an employee to lodge a complaint, confidentially and anonymously, about any accounting, internal control or auditing matter that is of concern.

Executive Stock Ownership Guidelines.  Those executive officers named in the "Summary Compensation Table" are subject to stock ownership guidelines. The Chairman is required to own shares of Class A stock equal to three times his base salary. The President and CEO, the Vice Chairman and the Chief Financial

Officer are required to hold an amount equal in value to two times his or her base salary in Company stock. All other named executive officers are required to hold an amount equal in value to their base salary in Company stock. Restricted stock and restricted stock units are counted in calculating ownership. An affected executive officer has five years to attain the holding requirements.

Board Policy on Recoupment of Bonuses Upon Restatement Due to Fraud or Misconduct.  In February 2007, the Board, on the recommendation of the Compensation Committee, approved a policy on recoupment of performance-based bonuses in the event of certain restatements of financial results. Specifically, the policy provides that in the event of a restatement of the Company's financial statements due to fraud or intentional misconduct, the Board will review performance-based bonuses to executive officers whose fraud or intentional misconduct caused the restatement, and the Company will seek to recoup bonuses paid for performance during the period or periods that are the subject of the restatement.

Policy on Transactions with Related Persons.  The Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). In November 2006, the Board of Directors, upon the recommendation of our Nominating & Governance Committee, adopted a written policy reflecting existing practices to be followed in connection with any transaction between the Company and a "related person."

Any transaction with the Company in which a Director, executive officer or beneficial holder of more than 5% of the outstanding shares of either Class A or Class B stock, or any immediate family member of the foregoing (each, a "related person") has a direct or indirect material interest, and where the amount involved exceeds $120,000, must be specifically disclosed by the Company in its public filings.

Any such transaction would be subject to the Company's written policy respecting the review, approval or ratification of related person transactions.

Under this policy:

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the Company or any of its subsidiaries may employ a related person in the ordinary course of business consistent with the Company's policies and practices with respect to the employment of non-related persons in similar positions; and

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any other related person transaction that would be required to be publicly disclosed must be approved or ratified by the Board of Directors, a committee thereof or if it is impractical to defer consideration of the matter until a Board or committee meeting, by the Chair of the Nominating & Governance

Committee (or, if he or she is not disinterested, by the Presiding Director).

If the transaction involves a related person who is a Director or an immediate family member of a Director, that Director may not participate in the deliberations or vote. In approving or ratifying a transaction under this policy, the Board of Directors, the committee or Director considering the matter must determine that the transaction is fair and reasonable to the Company.

For 2006,2007, there were no transactions between the Company and a related person requiring approval under this policy.

A printable version of this written policy is available on our Web site and is also available in print to any stockholder requesting it. Such request can be submitted in writing or by telephone as described on page 3.4.

Our Code of Ethics applicable to Directors discourages Directors from engaging in transactions that present a conflict of interest or the appearance of one. Our Business Ethics Policy applicable to employees, including executive officers and others who may be "related persons" similarly discourages transactions where there is or could be an appearance of a conflict of interest. In addition, that policy requires specific approval by designated members of management of transactions involving the Company and in which employees have an interest. Specifically, an employee's retention for the provision of goods or services to the Company of any business in which he or she has an interest must be approved by the employee's supervisors, and an employee's direct or indirect financial interest in a business enterprise that does business with the Company must be approved by or on behalf of the President/CEO of that employee's operating unit. There are exceptions for small holdings in public companies. These provisions of the Code of Ethics applicable to Directors and the Company's Business Ethics Policies are intended to operate in addition to, and independently of, the policy on transactions with related persons described above.

Board Meetings and Attendance

Board Meetings in 2006:2007:  EightNine

Board Committees:  Five Standing Committees: Audit, Compensation, Finance, Foundation, and Nominating & Governance. See "Board Committees" for Committee descriptions and membership.

Total Committee Meetings in 2006:2007:  2223

20062007 Attendance:  All Directors attended 75% or more of the total Board and Committee meetings.

Board Committees

Nominating & Governance Committee

Our Nominating & Governance Committee consists of three non-employee, Directors, William E. Kennard, Chair, Brenda C. Barnes, and Ellen R. Marram. Our Board has determined that each Committee member is "independent" under the corporate governance listing standards of the NYSE.

The Committee operates under a written charter adopted by the Board of Directors. The principal functions of the Committee include making recommendations to the Board regarding the composition of the Board and its Committees, including size and qualifications for membership, to recommend nominees to the Board for election and to advise the Board on corporate governance matters. The chart set forth in "Board Committees" describes the principal functions of the Committee under its charter. A printable version of the charter is available on our Web site and is also available in print to any stockholder requesting it. Such request can be submitted in writing or by telephone as described on page 3.4.

The Committee will consider Director candidates recommended by stockholders. Stockholders wishing to recommend Director candidates for consideration by the Committee may do so by writing to the Corporate Secretary, giving the recommended nominee's name, biographical data and qualifications, accompanied by the written consent of the recommended nominee.

Consistent with the Company's Corporate Governance Principles, the Committee considers various criteria in Board candidates, including, among others, independence, diversity, character, judgment and business experience, as well as their appreciation of the Company's core purpose, core values and journalistic mission, and whether they have time available to devote to Board activities. The Committee also considers whether a potential nominee would satisfy:

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the NYSE's criteria of director "independence";

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the NYSE's "financial literacy" and "financial management expertise" standards; and

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the SEC's definition of "audit committee financial expert."

Whenever a vacancy exists on the Board due to expansion of the Board's size or the resignation or retirement of an existing Director, the Committee begins its process of identifying and evaluating potential Director nominees. The Committee considers recommendations of management, stockholders and others. The Committee has sole authority to retain and terminate any search firm to be used to identify Director candidates, including approving its fees and other retention terms. In this regard, from time to time the Committee has retained a global executive recruiting firm, whose function is to bring specific Director candidates to the attention of the Committee. As discussed above,elsewhere in this Proxy Statement, the 1997 Trust, as holder of a majority of our Class B stock, has the right to elect 70% of our Board. The Committee considers, among other potential nominees, recommendations of the trustees of the 1997 Trust for nominees to be elected by the holders of the Class B stock. In this regard, Daniel H. Cohen, who is a Director nominee for election by the holders of Class B stock, was brought to the attention of the Committee by the trustees of the 1997 Trust. Mr. Cohen is himself one of the trustees and a fourth generation member of the Ochs-Sulzberger family.

Director candidates are evaluated using the criteria described above and in light of the then-existing composition of the Board, including its overall size, structure, backgrounds and areas of expertise of existing Directors and the relative mix of independent and management Directors. The Committee also considers the specific needs of the various Board committees. The Committee recommends potential Director nominees to the full Board, and final approval of a candidate is determined by the full Board. This evaluation process is the same for Director nominees who are recommended by our stockholders.

Mr. CohenDenham was first brought to the attention of senior management and the Committee by a retired independent director of the Company. Ms. Lepore was first brought to the attention of senior management and the Committee by the global executive recruiting firm retained by the Company. After Mr. Denham and Ms. Lepore met with members of the Committee, including the Chair, and other members of the Board, the Chair of the Committee who then recommended that the Committee recommend to the full Board that heMr. Denham and Ms. Lepore be a Director nomineenominees at the 20072008 Annual Meeting.

The Committee did not receive any recommendations from stockholders proposing candidate(s) for electionFor a description of the process by which Messrs. Galloway and Kohlberg became Director nominees at the 20072008 Annual Meeting, other than Mr. Cohen.see "Proposal Number 1—Election of Directors—Notes on Nominees" on page 11.

Compensation Committee

Compensation Committee Procedures

Our Board of Directors has established a Compensation Committee and charged it with the responsibility to review and either act on behalf of the Board or make recommendations to the Board concerning executive compensation and employee benefits. The Compensation Committee consists of the following individuals:

David E. Liddle, Chair
Brenda C. Barnes
Ellen R. Marram
Thomas Middelhoff

The Committee consists solely of non-employee Directors of the Company. Our Board has determined that each Committee member is "independent" under the corporate governance listing standards of the NYSE.

The Committee operates under a written charter adopted by the Board of Directors. It was most recently reviewed and revised in December 2006. A printable version of the charter is available on our Web site and is also available in print to any stockholder requesting it. Such request can be submitted in writing or by telephone as described on page 3.4. The chart set forth in "Board Committees" describes the principal functions of the Committee under its charter, as well as the number of its meetings in 2006.2007.

Together with the other non-employee members of the Board, the Committee evaluates the performance of our Chairman, President and Chief Executive Officer, and Vice Chairman and together with the other independent Directors approves their compensation. In addition, the Committee approves all compensation for our other executive officers. Compensation for other members of senior management is reviewed and established pursuant to salary "bands," with compensation reflecting levels of responsibility and the market value of the relevant positions. In addition, the Committee discusses with management in general terms the compensation of non-executive employees.

In the past, the Committee has delegated, and may in the future on an annual basis delegate, the authority to make option and other equity grants in limited circumstances, such as to newly hired or recently promoted employees, to a three-member management committee authorized to grant a limited number of options and other equity awards under specified parameters. To ensure compliance with its longstanding procedures, the Committee has adopted a written grant policy.

Under its charter, the Committee has sole authority to retain and terminate a consulting firm to assist in its evaluation of executive compensation. In accordance with this authority, in 2006,2007, it directly engaged Hewitt Associates to serve as its outsidean independent compensation consultant. Each year, Hewitt reportsconsultant, Exequity. Exequity reported on its review of data from nationally recognized compensation surveys. The review analyzesanalyzed salary, annual and long-term cash incentive bonuses and equity compensation, as well as total compensation, for comparable executive positions at a cross-industry selection of U.S. companies with revenues comparable to ours and, for operating unit positions, at other comparable media companies. HewittExequity also providesprovided general advice on executive compensation trends and programs and makes compensation recommendations for our Chairman and Chief Executive Officer. In the course of advising the Committee, HewittExequity occasionally is asked to provide guidance and support to management in connection with matters that are reviewed by the Committee. These matters may pertain to, among other things, competitive analysis, program design recommendations, technical support and cost modeling.

The Committee generally consults with management regarding executive compensation matters, and our Chief Executive Officer makes compensation recommendations for executive officers, excluding herself and our Chairman. The Company's Human Resources Department supports the Committee in its work.

InEach December of each year,and February, the Committee meets to discuss executive compensation. At that meeting or at its annual February meeting,these meetings, the Committee generally takes the following actions:

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sets salaries for the year;

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sets annual bonus potentials and the related financial targets for the year;

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sets award potentials and the financial targets and performance period for the upcoming long-term performance cycle; and

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awards stock options and restricted stock units.

In February of each year, the Committee meets to certify the achievement of performance goals for the recently completed year and long-term cycles and approve the payment of the annual bonuses and long-term performance awards. Other meetings are scheduled throughout the year as the Committee deems appropriate.

The Committee has reviewed and discussed with Company management the section of this Proxy Statement titled "Compensation Discussion and Analysis," and its report to stockholders stating that it has recommended the inclusion of such discussion and analysis appears below under "Compensation of Executive Officers" on page 28.30.

Compensation Committee Interlocks and Insider Participation

No member of the Committee is now, or was during 20062007 or any time prior thereto, an officer or employee of the Company. No member of the Committee had any relationship with the Company during 20062007 pursuant to which disclosure would be required under applicable SEC rules pertaining to the disclosure of transactions with related persons. None of our executive officers currently serves or ever has served as a member of the board of directors, the compensation committee, or any similar body, of any entity one of whose executive officers serves or served on our Board or the Committee.

Audit Committee Report

To the Stockholders of the New York Times Company:

The Audit Committee consists of four non-employee Directors, Raul E. Cesan, Chair, James M. Kilts, David E. Liddle and Doreen A. Toben. The Board of Directors has determined that:

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each Committee member is "independent" under the corporate governance listing standards of the NYSE and is "financially literate" as defined by the NYSE;

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each Committee member satisfies the "financial management expertise" standard, as required by the NYSE; and

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a majority of the Committee members, including the Chair of the Committee, are "audit committee financial experts" as defined by the SEC.

The Committee operates under a written charter adopted by the Board of Directors. A printable version of the charter is available on our Web site and is also available in print to any stockholder requesting it. Such request can be submitted in writing or by telephone as described on page 3.4.

Management has the primary responsibility for the financial statements and the financial reporting process, including the system of internal control over financial reporting. The Company's independent registered public accounting firm is responsible for performing an independent integrated audit of (i) the Company's consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) and (ii) management's assessment of, and the effectiveness of, the Company's internal control over financial reporting, and for issuing the reports thereon. The Committee is responsible for assisting the Board in monitoring:

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the integrity of the Company's financial statements;

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the Company's compliance with legal and regulatory requirements;

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the Company's internal control over financial reporting;

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the Company's independent registered public accounting firm's qualifications and independence; and

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the performance of the Company's internal audit function and independent registered public accounting firm.

In addition, the Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by Company employees of concerns regarding accounting or auditing matters.

During 2006,2007, the Committee met seven times and held separate discussions with management, the Company's internal auditors and the Company's independent registered public accounting firm, DeloitteErnst & ToucheYoung LLP ("Deloitte"Ernst & Young"). The Committee's Chair, as representative of the Committee, discussed the Company's interim financial information contained in each quarterly earnings announcement with the Company's Chief Financial Officer and/or Controller and DeloitteErnst & Young prior to public release. Each other member of the Committee also generally participated in this discussion. The full Committee reviews the Company's quarterly financial statements with management and Deloitte.Ernst & Young. In addition, the Committee reviewed and discussed the Company's compliance with Section 404 of the Sarbanes-Oxley Act.

Management has represented to the Committee that the Company's 20062007 annual consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Committee reviewed and discussed with management and DeloitteErnst & Young the Company's 20062007 annual consolidated financial statements and Deloitte'sErnst & Young's audit report thereon, management's annual report on the Company's internal control over financial reporting and Deloitte'sErnst & Young's audit report on management's assessment of, and the effectiveness of the Company's internal control over financial reporting. The Committee has also discussed the following with Deloitte:Ernst & Young:

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the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees), which include, among other items, matters related to the conduct of the audit of the Company's 20062007 annual consolidated financial statements;

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the critical accounting policies and practices used in the preparation of the Company's 20062007 annual consolidated financial statements, alternative

treatments of financial information within accounting principles generally accepted in the United States of America that DeloitteErnst & Young discussed with management, the ramifications of using such alternative treatments, and the treatment preferred by Deloitte;Ernst & Young; and

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other material written communications between DeloitteErnst & Young and management.

In addition, the Committee has received and reviewed the written disclosures and the letter from DeloitteErnst & Young required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with DeloitteErnst & Young that firm's independence from the Company and management, including all relationships between the firm and the Company. As part of its role of monitoring Deloitte'sErnst & Young's independence, the Committee has adopted a "Policy on Auditor Independence and Non-Audit Services" (which, among other things, requires management and the Committee to consider whether Deloitte'sErnst & Young's provision of any non-audit services would impair Deloitte'sErnst & Young's independence) and a "Policy on Hiring Current or Former Employees of Independent Auditors." Both of these policies are available athttp://www.nytco.com.

In addition, the Committee obtains and reviews annually a report by DeloitteErnst & Young describing:

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the firm's internal quality-control procedures; and

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any material issues raised by (i) the most recent internal quality-control review (or peer review) of the firm, or (ii) any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

The Committee discussed with the Company's internal auditors, DeloitteErnst & Young and management the overall scope and plans for their respective audits. The Committee met with the internal auditors and Deloitte,Ernst & Young, with and without management present, to discuss the results of their respective audits, the evaluations of the Company's internal control over financial reporting, and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2006,30, 2007, for filing with the SEC.

The Committee also has recommended, subject to stockholder ratification, the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2007.28, 2008.

Raul E. Cesan, Chair
James M. Kilts
David E. Liddle
Doreen A. Toben

Directors' Compensation

20062007 Compensation of Non-Employee Directors

Compensation for our non-employee Directors for 20062007 was comprised of: cash compensation, consisting of an annual retainer, meeting fees, and fees for Committee Chairs and the Presiding Director; and equity compensation, consisting of a grant of phantom Class A stock units and options to purchase Class A stock.

Our goal in setting compensation for our non-employee Directors is to remain competitive in attracting and retaining high quality Directors. We also recognize that over the past few years, there has been an increase in board responsibilities and potential liability.

Our Nominating & Governance Committee annually reviews and makes recommendations to the Board with respect to the compensation for non-employee Directors. Each year, management reports to the Nominating & Governance Committee on non-employee Director compensation at comparable companies and makes recommendations with respect to the amount and form of compensation for non-employee Directors.

Based on available information, we believe our non-employee Director compensation package generally falls in the mid-range of director compensation at comparable companies.

Each of the current components of our non-employee Director compensation is described in more detail below.

Annual Retainer:    $35,000.Director Compensation

Annual Chair and Presiding Director Retainer:    $10,000On the recommendation of our Nominating & Governance Committee, our Board approved the following modifications to eachthe compensation for non-employee Directors, which took effect on April 1, 2007. We discontinued our practice of paying meeting fees in recognition of the fact that meeting attendance is the most basic expectation of a director. Instead we now have a higher annual Board retainer and Committee Chairs andretainers as follows:

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Annual cash Board retainer of $45,000;

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Annual cash Committee retainers in the Presiding Director.following amounts:

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Audit — $20,000

level of compensation for similarly situated individuals at other media companies based on market data provided by the applicable benchmarking group. In allocating total compensation among the various components, the Committee tries to match the allocation typicalTowers Perrin CDB Media Industry Survey for those media companies that participate in the market.survey.

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Individual Performance—The Committee considers the individual performance of each named executive officer by reviewing, among other factors, annual self-assessments, recommendations of the Chief Executive Officer and achievement of pre-established individual performance objectives. The amount of each component of a named executive officer's compensation is based in part on the Committee's assessment of that individual's performance.

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Internal Pay Equity—Performance—The Committee compares compensation of executives with the compensation of other employees for internal pay equity purposes. The Committee's approach to compensation is that individuals holding comparable positions of responsibility should receive comparable compensation, subject to adjustments based upon achievement of individual performance objectives.

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Operating Budget—Compensation is a significant component in our total costs. The Committee considers the total compensation payable to executives and the impact that it will have on our operating budget.

In setting compensation for 2006, the Committee also reviewed tally sheets prepared by Hewitt Associates, detailing the total compensation of the named executive officers. These tally sheets identified all components of compensation for these executives, including the compensation such executives would be eligible to receive under different termination scenarios. During this review, the Committee determined that the amounts of compensation currently paid, in aggregate, and the amounts that would be paid upon termination of employment, in aggregate, are appropriate and reasonable.

The Committee ties a substantial portion of each named executive officer's total potential compensation to Company and individual performance. All executive officers, including the named executive officers, are eligible for annual cash bonuses and long-term performance cash awards that reinforce the relationship between pay and performance by conditioninglinking compensation onto the achievement of important short- and long-term financial, strategic, operating and individual performance targets set by the Committee in advance. In addition, executives receive grantsadvance based on the Company objectives set out in the operating budget.

The Committee considers the individual performance of stock optionseach named executive officer by reviewing, among other factors, recommendations of the Chief Executive Officer with respect to the named executive officers other than herself and restricted stock units, which increase or decrease in value depending upon the valueour Chairman, achievement of our Class A stock.pre-established individual performance objectives and annual self-assessments. The more responsible theamount of each component of a named executive officer's positioncompensation is based in part on the greaterCommittee's assessment of that individual's performance. 

In setting compensation for 2007, the Committee reviewed tally sheets prepared by Hewitt Associates, detailing the total compensation of the "at risk"named executive officers. These tally sheets identified all components of compensation opportunities relatedfor these executives, including the compensation such executives would be eligible to performance.receive under different termination scenarios. At the conclusion of this review, the Committee determined that the amounts of compensation to be currently paid, in aggregate, and the amounts that would be paid upon retirement or other termination of employment, in aggregate, were appropriate and reasonable in light of the factors discussed above.

Performance Targets

In setting financial and operating performance targets, the Committee considersreviews our Companywide strategic and operating plans and, where applicable, those of the executive's operating unit. In each case, the Committee reviews our budget for the next fiscal year or appropriate fiscal periodand the annually prepared three-year plan, and sets specific incentive targets that are directly linked to short- or long-term financial performance objectives. Annual operating budgets and three-year plans are developed and submitted to the Board by management annually based on an assessment of the state of the business, the industry and expectations regarding annual and

long-term performance. TheseThe annual budgets and three-year plans set financial performance objectives that management believes are aggressive but achievable based on the underlying strategic and operating assumptions regarding revenue and cost control initiatives. Typically, the Committee will set a target performance level for a 100% payout at the same level as the relevant objective. While future results cannot be predicted, the Committee believes that these performance targets are set at levels such that achievement of the target levels would require significant effort on the part of the executive officers and that payment of the maximum amounts would reflect results substantially in excess of internal and market expectations.

Operating budgets and three-year plans are created independent of, and therefore the financial and operating performance targets generally exclude, the effect of specified non-recurring or non-operational events, such as acquisitions and dispositions, changes in accounting rules, the cost of employee buyouts not reflected in our budget and non-cash impairment charges. The Committee may also reserves the right from time to time consider appropriate adjustments at the end of the measurement period to exclude the effect of specific one-time events that were not foreseen at the time the performance targets were set. The Committee believes thatmakes these adjustments to provide for a better evaluation of operating performance, motivate management to pursue investments or acquisitions that are strategically and financially beneficial over the long term but may negatively affect performance metrics during the measured period, and otherwise ensure that employees do not benefit and are not penalized as a result of reasonably unanticipated and uncontrollable events that positively or negatively affect performance against target.

While we cannot predict our results andWe discuss below the achievement ofspecific performance targets remain substantially in doubt,and actual results for the Committee believes thatannual 2007 performance period. However, because future performance targets for our annual bonuses and long-term performance awards have been set at levels such that achievement would require significant effort on the part of thenamed executive officers are based on management's strategic and that paymentoperating plans, we believe they reflect confidential commercial and business information. The disclosure of the maximum amountsthese specific financial targets for future periods would reflect results substantially in excess of internalput us at a competitive disadvantage, and market expectations.

In February 2007, on the recommendation of the Committee, the Board of Directors adopted a policy on recoupment of performance-based bonuses in the event of certain restatements of financial results arising due to an executive officer's fraud or intentional misconduct. This policy is described above under "Board Policy on Recoupment of Bonuses Upon Restatement Due to Fraud or Misconduct."so we do not provide this information.

Components of Executive Compensation

The following provides an analysis of each element of compensation, what it is designed to reward and why the Committee chose to include it as an element of our executive compensation.

Salaries

Salaries for executive officers are reviewed annually. Changes are generally effectiveannually and designed to provide competitive compensation to each executive based on position, scope of responsibility, business and leadership experience and performance. In 2007, as in January of each yearprior years, we set and arepaid salaries on a calendar-year basis, with any increases based on the four factors discussed above. In 2006, Mr. Sulzberger, Jr.'s salary increased 3%, an increase generally consistent with that given to employees acrossThe 2007 salaries for the Company and the executive team. The salary for Ms. Robinson, who became chief executive officer effective January 2005, was increased approximately 11% to bring her compensation more in line with that of chief executive officers in the cross-industry benchmarking group. For 2006, salary increases for our other named executive officers ranged from 3%other than for Mr. Follo, who joined the Company in January 2007, remained at the same level as in 2006. The Committee determined to 4.5%, principally as a result of their position versus marketincrease the "at risk" annual cash bonus potential rather than increase salaries to strengthen the link between pay and individual performance.

In 2007, the Compensation Committee determined that, beginning in 2008, it would set salaries effective March 1 to better enable it to evaluate performance during the most recently completed fiscal year. For 2007,2008, the salaries for all named executive officers remained at the same levels as for 2006, other thanin 2007. In lieu of salary increases, the Committee approved one time discretionary bonuses for Mr. Forman, who retired effective December 31, 2006,Sulzberger, Jr. ($38,045), Ms. Robinson ($35,000), Mr. Golden ($21,945), and is providing services under a consulting agreement discussed below.Mr. Follo ($21,600). These bonus payments had no incremental effect on the recipients' annual performance-based bonus potential, long-term performance award potential or welfare benefit levels.

Annual Bonuses

In February 2006,2007, the Committee set 20062007 annual bonus targets for all executives, including the named executive officers, as a percentage of salary based on the four factors discussed above. Generally, the more responsible the executive officer's position is, the higher the percentage. For the named executive officers, target amounts ranged from 55% to 100% of base salary, an increase from 50% to 90% of base salary.from 2006 target amounts. The Committee decided to increase the "at risk" annual cash bonus potential for 2007 rather than increase salaries to strengthen the link between pay and performance. Depending on the achievement of the Company, operating unit and individual goals discussed below, the potential payout for each executive ranged from 10%zero to 200% of the target amount, or was zero.amount.

The objective of the annual bonus element of compensation is to align the interest of executives with management'sour operating goals for the year and also to encourage and reward the achievement of individual goals. To achieve this,goals designed to advance our strategy. Thus, the Committee structured 20062007 annual bonuses to depend 75% on the achievement of annual Companywide and, where applicable, operating unit financial targets designed to advance our strategy, and 25% on the achievement of individual goals. For corporate executives, including Mr. Sulzberger, Jr., Ms. Robinson, and Messrs. Golden and Follo, the financial portion depended solely on the achievement of Companywide financial targets. For operating unit executives, including Mr. Ainsley, 35% of the annual bonus depended on the Companywide targets and 40% depended on operating unit performance targets.

Before 2007, the Committee based the financial portion of the annual bonus on earnings per share, or EPS, and, where applicable, operating unit results, and 25% onresults. For the achievement of individual goals also designed to advance our strategy.

For corporate executive officers, including Mr. Sulzberger, Jr., Ms. Robinson and Messrs. Golden and Forman, the financial targets were based solely on EPS. EPS is used by investors and analysts who follow us to evaluate our annual performance, and we believe EPS is a significant part of how the market evaluates our management. Thus, for executives with responsibilities for our overall operations and strategy,2007 awards, the Committee concluded that basing a significant component of their 2006 compensation onreplaced EPS was appropriate. Forand operating unit executives, suchprofit performance targets with targets based on EBITDA excluding certain items. For this purpose, EBITDA is computed as Mr. Heekin-Canedy, the Committee concluded it was appropriate to link the annual bonus to both EPS and the financial results of the executive's particular operating division. Thus, for these executives, the financial targets were based 40% on the achievement of the EPS targets and 35% on the achievement of operating profit targets by unit.

In setting the financial targets, the Committee provided that the effects of acquisitions and dispositions, changes in accounting rules, the cost of employee buyouts not reflected in our budget and non-cash impairment charges would be excluded. In addition, EPS for 2006 was significantly adversely affected by acceleratedplus depreciation and other charges relatedamortization, minus net income from joint ventures, plus minority interest in net loss of subsidiaries, adjusted to our decision to consolidate printing operations in our newer College Point, N.Y., facility and to close our Edison, N.J., printing plant. The Committee excluded the effect of this consolidation of printing operations on 2006 EPS for purposes of determining annual bonuses. It determined that to do otherwise would have unfairly penalized executives for beginning the implementation of an action determined by the Board and management to be in the best interest of our stockholders.

For 2006, we reported a loss per share of $3.76. Excluding the effect of the printing plant consolidation, as well asexclude the effect of acquisitions and dispositions, changes in accounting rules, the cost of employee buyoutsbuy-outs not reflected in our budget and non-cash impairment charges, we earned $1.58 per share. This represented achievementcharges. The Committee concluded that EBITDA, as so adjusted, would be a useful measure of our performance for compensation purposes because it facilitates comparisons of our historical operating performance on a more consistent basis than EPS. EPS can often be volatile due to non-operating factors. In addition, EBITDA is a measure often used by investors, analysts and others and serves to align the interests of our executives and our stockholders.

In setting EBITDA targets, the Committee considered our Companywide strategic and operating plans and, where applicable, those of the executive's operating unit. Our 2007 budget and, as a result, the performance targets, took into account a projected challenging print advertising and circulation revenue environment. The target performance level for a 100% payout was set at the 75% level. Asoperating budget objectives. The Committee set the threshold and maximum payout amounts to increase at a result, 75%higher rate for performance above target than the rate of decrease for performance below target—reflecting industry expectations of a decline in print advertising and circulation revenues. The Company met its targets, resulting in a payout of 100% of that portion of the named executive officers' annual bonuses based on the Companywide targets. The following table reflects the target, the actual achievement level and the actual payout percentage for Mr. Sulzberger, Jr., Ms. Robinson and Messrs. Golden and Forman and 40%2007:

The following table shows the computation of adjusted EBITDA, as described above, for purposes of the 2007 annual bonuses for Mr. Heekin-Canedy were payable at that 75% level. For Mr. Heekin-Canedy, 35% of his bonus related to operating profit targets set for The New York Times Media Group. The target was met at the 56% level.bonuses.

As noted above, bonuses depended 25% upon the officer's achievement of individual goals. For the named executive officers, the Committee evaluated individual performance against individual goals related to revenue growth, expense management, strategic developmentinitiatives and organizational effectiveness.effectiveness, such as accelerated innovation, expanding content verticals and building sales capability. Performance relative to target achievement with regard to individual measures was assessed as follows:

The Committee also retained the discretion to increase or decrease the total bonus paid to each executive by up to 10% based on the continuing development of a diverse work force, including the inclusion of diverse candidates in hiring processes and the demonstration of personal commitment to diversity through participation in diversity-related activities.

In lightactivities, such as mentoring and sponsorship of affinity groups. For 2007, the challenging period of transition that we and our industry areCommittee approved a 10% increase in Mr. Sulzberger, Jr. asked that the Board limit hisAinsley's annual bonus under these criteria. No increase or decrease was made to no more than the amount of his annual bonus for 2005, which was $560,521. Although based on the achievement of pre-established performance targets, he would have been eligible to receive more than that amount, the Board honored Mr. Sulzberger, Jr.'s request and capped his 2006 annual bonus accordingly.any other named executive officer.

The following table illustrates the 20062007 annual bonus program as discussed above. For each named executive officer, the table below sets out the target (100%), maximum (200%) and actual bonus amount both in dollars and as a percentage of 20062007 base salary.

In December 2006,February 2008, the Committee determined to structure 20072008 annual cash bonuses for the named executive officerscorporate executives based on a similar allocation of 75% for Companywide performance and, where applicable, operating unit results, and 25% for individual goals. For operating unit executives, 35% of the annual bonus will depend on the Companywide targets (decreased from 40% in 2006), 40% will depend on operating unit performance targets (increased from 35% in 2006), and 25%65% will depend on individual goals. Companywide performance will again be measured against achievement of targeted adjusted EBITDA amounts based on the annual operating budget. Individual goals are based on the executive's contribution to revenue growth and cost management for the Company and/or the executive's operating unit, customer satisfaction, Company culture and innovation. The Committee retains the discretion to increase or decrease the portion of the bonus dependent upon individual goals by up to 10% based on the level of achievement of goals regarding the continuing development of a diverse workforce. For our named executive officers, the target amounts

for the annual 2008 bonuses were set at the same levels as for 2007. Individual targets and maximums are set out below, with awards interpolated for performance between threshold and target and between target and maximum.