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HomeCorporate GovernanceAnnual Meeting Voting Results
Vote Results on Matters Before the 2011 Annual Meeting Stockholders
The annual meeting of stockholders of The New York Times Company was held on April 27, 2011.  At the annual meeting, the Company’s stockholders voted on four 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:
DirectorsForWithheld
Broker
Non-Vote
(Vote Results of Class A Common Stockholders)
Raul E. Cesan109,287,1111,702,20210,643,112
Ellen R. Marram96,775,61314,213,70010,643,112
Thomas Middelhoff97,344,68113,644,63210,643,112
Doreen A. Toben109,950,3241,038,98910,643,112
(Vote Results of Class B Common Stockholders)
Robert E. Denham772,226020,908
Lynn G. Dolnick772,226020,908
Michael Golden772,226020,908
Carolyn D. Greenspon772,226020,908
James A. Kohlberg772,226020,908
Dawn G. Lepore772,226020,908
David E. Liddle772,226020,908
Janet L. Robinson772,226020,908
Arthur Sulzberger, Jr.772,226020,908

Proposal Number 2 — Advisory resolution on executive compensation (the “say-on-pay” vote)
The Class B common stockholders voted on the advisory resolution on compensation of the Company’s named executive officers.  The results of the vote taken were as follows:
For766,466
Against5,760
Abstain0
Broker Non-Vote20,908

Proposal Number 3 — Advisory resolution on the frequency of future advisory say-on-pay votes on executive compensation
The Class B common stockholders voted on the advisory resolution on the frequency of future advisory say-on-pay votes on compensation of the Company’s named executive officers.  The Class B common stockholders voted on whether future say-on-pay votes will occur every one, two or three years.  The results of the vote taken were as follows:
Every Year772,226
Every Two Years0
Every Three Years0
Abstain0
Broker Non-Vote20,908

Consistent with the recommendation of the Company’s Board of Directors with respect to Proposal Number 3, all of the shares of Class B common stock represented at the meeting, in person or by proxy, and entitled to vote on a proposal, voted, on an advisory basis, to hold future say-on-pay votes on compensation of the Company’s named executive officers every year.  The Company’s Board of Directors has determined that the Company will hold an annual advisory say-on-pay vote until the next advisory vote on the frequency of stockholder votes on executive compensation.
Proposal 4 — 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 25, 2011.  The results of the vote taken were as follows:
For121,859,204
Against345,544
Abstain221,317
Broker Non-VoteNot applicable

Contact Corporate Governance
Kenneth A. Richieri
Senior Vice President &
General Counsel
(212) 556-1995
Diane M. Brayton
Secretary &
Assistant General Counsel
(212) 556-5995
Related Links
Annual Report
Proxy Statement
Annual Meeting Voting Results
Certificate of Incorporation
By-Laws
Insider Transactions
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