8-KThe WireRoutine
Shareholder Vote
Filed Apr 19, 2018 · 8y ago · Accession 0001193125-18-122622
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2018
The New York Times Company
(Exact name of registrant as specified in its charter)
New York
1-5837
13-1102020
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
620 Eighth Avenue, New York, New York
10018
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (212)
556-1234
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07.
Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders
of The New York Times Company (the Company) was held on April 19, 2018. At the annual meeting, the Companys 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 managements 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)
Robert E. Denham
138,427,384
1,114,410
13,528,960
Rachel Glaser
139,367,545
174,249
13,528,960
John W. Rogers, Jr.
138,415,183
1,126,611
13,528,960
Rebecca Van Dyck
138,695,290
846,504
13,528,960
(Vote results of Class B common stockholders)
Hays N. Golden
758,071
0
12,082
Steven B. Green
758,071
0
12,082
Joichi Ito
758,071
0
12,082
James A. Kohlberg
758,071
0
12,082
Brian P. McAndrews
758,071
0
12,082
A.G. Sulzberger
758,071
0
12,082
Arthur Sulzberger, Jr.
753,731
4,340
12,082
Mark Thompson
758,071
0
12,082
Doreen A. Toben
758,071
0
12,082
Proposal Number 2 Advisory vote to approve executive compensation
The Class B common stockholders approved the advisory resolution on the compensation of the Companys named executive officers. The
results of the vote taken were as follows:
For
Against
Abstain
Broker
Non-Vote
752,486
4,340
1,245
12,082
Proposal Number 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, 2018. The results of the vote taken were as follows:
For
Against
Abstain
Broker
Non-Vote
153,022,426
673,827
144,654
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE NEW YORK TIMES COMPANY
Date: April 19, 2018
By:
/s/ Diane Brayton
Diane Brayton
Executive Vice President, General Counsel and Secretary
Filing details
- Company
- NEW YORK TIMES CO
- Ticker
- NYT
- CIK
- 71691
- Form type
- 8-K
- Filing date
- Apr 19, 2018
- Report date
- Apr 19, 2018
- Document
- d573852d8k.htm
- Size
- 31 KB