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:
Directors | For | Withheld | Broker |
(Vote Results of Class A Common Stockholders) | |||
Raul E. Cesan | 109,287,111 | 1,702,202 | 10,643,112 |
Ellen R. Marram | 96,775,613 | 14,213,700 | 10,643,112 |
Thomas Middelhoff | 97,344,681 | 13,644,632 | 10,643,112 |
Doreen A. Toben | 109,950,324 | 1,038,989 | 10,643,112 |
(Vote Results of Class B Common Stockholders) | |||
Robert E. Denham | 772,226 | 0 | 20,908 |
Lynn G. Dolnick | 772,226 | 0 | 20,908 |
Michael Golden | 772,226 | 0 | 20,908 |
Carolyn D. Greenspon | 772,226 | 0 | 20,908 |
James A. Kohlberg | 772,226 | 0 | 20,908 |
Dawn G. Lepore | 772,226 | 0 | 20,908 |
David E. Liddle | 772,226 | 0 | 20,908 |
Janet L. Robinson | 772,226 | 0 | 20,908 |
Arthur Sulzberger, Jr. | 772,226 | 0 | 20,908 |
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:
For | 766,466 |
Against | 5,760 |
Abstain | 0 |
Broker Non-Vote | 20,908 |
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 Year | 772,226 |
Every Two Years | 0 |
Every Three Years | 0 |
Abstain | 0 |
Broker Non-Vote | 20,908 |
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:
For | 121,859,204 |
Against | 345,544 |
Abstain | 221,317 |
Broker Non-Vote | Not applicable |