DEF: The New York Times Company Announces 2025 Annual Meeting of Stockholders

The New York Times Company will hold its annual meeting of stockholders virtually on April 30, 2025, to vote on director elections, auditor ratification, executive compensation, and other business.

Summary

• The New York Times Company will hold its Annual Meeting of Stockholders on April 30, 2025, at 11:00 a.m. Eastern Time, conducted virtually.
• Stockholders of record as of March 4, 2025, are eligible to vote.
• The proposals include electing 13 board members, ratifying Ernst & Young LLP as auditors for the fiscal year ending December 31, 2025, and holding an advisory vote on executive compensation.
• Class A stockholders vote for four director nominees, while Class B stockholders vote for nine director nominees and the advisory resolution on executive compensation.
• Both Class A and Class B stockholders vote on the auditor ratification proposal.
• The Board recommends voting FOR all director nominees, FOR the ratification of Ernst & Young LLP as auditors, and FOR the advisory vote to approve executive compensation.
• The proxy statement is available online starting March 14, 2025.
• The company has a dual-class capital structure, with Class B stock controlled by the Ochs-Sulzberger Trust, which aims to maintain the editorial independence and integrity of The New York Times.
• The Ochs-Sulzberger Trust currently holds 738,810 shares of Class B stock and 1,400,000 shares of Class A stock.
• The company's executive compensation program is designed to drive performance, link executive pay to stockholder interests, and attract and retain high-caliber executives.
• The company's non-employee directors receive cash compensation and equity compensation in the form of restricted stock units.
• The company maintains directors and officers liability insurance at an annual cost of approximately $1.4 million.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the company's annual meeting, governance, and executive compensation. The tone is professional and informative, with a slightly positive outlook on the company's performance and future strategy.

Positives

• The company has a strong corporate governance structure with a majority independent board and fully independent committees.
• The company is committed to board refreshment, with several new directors appointed in recent years.
• The company has a policy for annual rotation of independent director nominees.
• The company has director and executive stock ownership guidelines to align interests with stockholders.
• The company has a compensation recoupment policy for executive officers.
• The company engages in regular outreach to significant Class A stockholders to solicit feedback on various matters.
• The company's executive compensation program is performance-oriented, with a significant portion of compensation tied to financial and strategic goals.

Future Outlook

The company aims to become the essential digital subscription for curious people seeking to understand and engage with the world, continuing to strategically invest in journalism and technology to unlock digital distribution and position the organization for further growth.

Industry Context

The document highlights the company's focus on its long-term strategy, particularly during periods of significant change and uncertainty in the news industry, where many news organizations have struggled.

Comparison to Industry Standards

• The peer group for executive compensation benchmarking consists of 19 public companies that operate in the journalism, media and digital industries.
• The company compares its total stockholder return (TSR) to the Standard & Poor's 500 Stock Index for long-term incentive compensation purposes.
• The company's CEO pay ratio is 41:1, comparing the CEO's compensation to the median employee's compensation.

Related Party Transactions

• In the ordinary course of our business, the Company and its subsidiaries from time to time engage in transactions with entities whose officers or directors are also directors of the Company.
• In 2024, these transactions included, among other things, the running of advertising in Company properties for products and services of director-affiliated entities.
• All of these arrangements were conducted on an arms-length basis on customary terms, and the relevant non-employee director did not participate in these business relationships or profit from them.
• A.G. Sulzberger was employed as Chairman and Publisher of The New York Times during 2024.
• David Perpich, who was employed as publisher of The Athletic, was paid $1,202,268 in 2024 and received grants of time-based and performance-based equity awards under the 2024-2026 long-term incentive compensation program with a total fair value of $600,000.
• Samuel Dolnick, who was employed as Deputy Managing Editor for The New York Times, received compensation of $796,665 in 2024.
• Michael Greenspon, who was employed as global head of the Companys licensing and print innovation group, received compensation of $576,091 in 2024.
• Mr. Dolnick, Mr. Greenspon, Mr. Perpich and Mr. Sulzberger are all fifth-generation members of the Ochs-Sulzberger family.

Stakeholder Impact

• Stockholders are provided with information to make informed decisions on key proposals.
• Employees are impacted by the company's compensation and benefits programs.
• The Ochs-Sulzberger family's control and stewardship of The New York Times ensures the editorial independence and integrity of the newspaper.
• The company's sustainability practices impact the environment and society.

Next Steps

• Stockholders are encouraged to vote their shares as soon as possible.
• Stockholders can attend the virtual Annual Meeting on April 30, 2025.
• The Board of Directors and the Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Key Dates