8-KThe WireRoutine
Shareholder Vote
Filed May 2, 2019 · 7y ago · Accession 0001193125-19-134911
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): May 2, 2019
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Class A Common Stock
NYT
New York Stock Exchange
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 May 2, 2019. 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)
Amanpal S. Bhutani
138,256,321
247,747
15,964,140
Joichi Ito
138,080,872
423,196
15,964,140
Brian P. McAndrews
137,873,085
630,983
15,964,140
Doreen Toben
137,449,582
1,054,486
15,964,140
(Vote results of Class B common stockholders)
Robert E. Denham
755,839
0
8,362
Rachel Glaser
755,839
0
8,362
Hays N. Golden
755,839
0
8,362
David Perpich
755,839
0
8,362
John W. Rogers, Jr.
755,839
0
8,362
A.G. Sulzberger
755,839
0
8,362
Arthur Sulzberger, Jr.
751,499
4,340
8,362
Mark Thompson
755,839
0
8,362
Rebecca Van Dyck
755,839
0
8,362
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
751,499
4,340
0
8,362
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 29, 2019. The results of the vote taken were as follows:
For
Against
Abstain
Broker
Non-Vote
153,859,657
641,734
731,018
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: May 2, 2019
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
- May 2, 2019
- Report date
- May 2, 2019
- Document
- d724949d8k.htm
- Size
- 34 KB