The annual meeting of stockholders of The New York Times Company was held on April 25, 2012. 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:
| Directors | For | Withheld | Broker |
| (Vote results of Class A common stockholders) | |||
| Robert E. Denham | 94,045,713 | 14,653,537 | 12,084,159 |
| James A. Kohlberg | 94,116,102 | 14,583,148 | 12,084,159 |
| David E. Liddle | 77,611,289 | 31,087,961 | 12,084,159 |
| Doreen A. Toben | 94,153,180 | 14,546,070 | 12,084,159 |
| (Vote results of Class B common stockholders) | |||
| Raul E. Cesan | 765,544 | 5,760 | 23,288 |
| Michael Golden | 771,304 | 0 | 23,288 |
| Steven B. Green | 771,304 | 0 | 23,288 |
| Carolyn D. Greenspon | 771,304 | 0 | 23,288 |
| Ellen R. Marram | 765,544 | 5,760 | 23,288 |
| Thomas Middelhoff | 771,304 | 0 | 23,288 |
| Arthur Sulzberger, Jr. | 771,304 | 0 | 23,288 |
Proposal Number 2 — Advisory vote to approve executive compensation
The Class B common stockholders voted on the advisory resolution to approve the compensation of the Company’s named executive officers. The results of the vote taken were as follows:
| For | 765,544 |
| Against | 5,760 |
| Abstain | 0 |
| Broker Non-Vote | 23,288 |
Proposal 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 30, 2012. The results of the vote taken were as follows:
| For | 121,065,447 |
| Against | 383,428 |
| Abstain | 129,126 |
| Broker Non-Vote | Not applicable |
