Skip Navigation

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:

Directors For Withheld

Broker
Non-Vote

(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

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