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NYT New York Times

Filed: 30 Apr 21, 4:02pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
 Date of Report (Date of earliest event reported): April 28, 2021
 
 
The New York Times Company
(Exact name of registrant as specified in its charter)
 
New York 1-5837 13-1102020
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
(I.R.S. Employer
Identification No.)
620 Eighth Avenue,New York,New York10018
(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code:  (212) 556-1234
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockNYTNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 5.07.Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of The New York Times Company (the “Company”) was held on April 28, 2021. At the annual meeting, the Company’s stockholders voted on three proposals and cast their votes as follows:
Proposal Number 1 — Election of directors
The stockholders (with Class A and Class B common stockholders voting separately) elected all of management’s nominees for election as directors. The results of the vote taken were as follows:

DirectorsForWithheldBroker Non-Vote
(Vote results of Class A common stockholders)
Amanpal S. Bhutani140,571,016

736,420

11,571,324
Beth Brooke140,975,285

332,151

11,571,324
Brian P. McAndrews119,579,799

21,727,637

11,571,324
Doreen Toben138,105,939

3,201,497

11,571,324
(Vote results of Class B common stockholders)




Rachel Glaser759,093

0

3,864
Arthur Golden759,093

0

3,864
Hays N. Golden759,093

0

3,864
Meredith Kopit Levien759,093

0

3,864
David Perpich759,093

0

3,864
John W. Rogers, Jr.759,093

0

3,864
A.G. Sulzberger759,093

0

3,864
Rebecca Van Dyck759,093

0

3,864
Proposal Number 2 — Advisory vote to approve executive compensation

The Class B common stockholders approved the advisory resolution on the compensation of the Company’s named executive officers. The results of the vote taken were as follows:

ForAgainstAbstainBroker Non-Vote
754,7534,34003,864

Proposal Number 3 — Ratification of the selection of Ernst & Young LLP as auditors

The stockholders (with Class A and Class B common stockholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 26, 2021. The results of the vote taken were as follows:

ForAgainstAbstainBroker Non-Vote
151,419,307598,2721,624,138Not Applicable





SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  THE NEW YORK TIMES COMPANY
   
Date: April 30, 2021By:/s/ Diane Brayton
  Diane Brayton
  
Executive Vice President,
General Counsel and Secretary