Shareholder Vote

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 22, 2020   The New York Times Co mpany (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 and zip code of principal executive offices) Registrant’s 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 April 22, 2020. 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)             Robert E. Denham     136,458,614       2,850,274       14,224,105   Rachel Glaser     138,508,577       800,311       14,224,105   John W. Rogers, Jr.     138,073,141       1,235,747       14,224,105   Rebecca Van Dyck     137,600,348       1,708,540       14,224,105                             (Vote results of Class B common stockholders)                   Amanpal S. Bhutani     756,941       0       8,189   Hays N. Golden     756,941       0       8,189   Brian P. McAndrews     756,941       0       8,189   David Perpich     756,941       0       8,189   A.G. Sulzberger     756,941       0       8,189   Arthur Sulzberger, Jr.     752,601       4,340       8,189   Mark Thompson     756,941       0       8,189   Doreen Toben     756,941       0       8,189   Proposal Number 2 — Adoption of The New York Times Company 2020 Incentive Compensation Plan The stockholders (with Class A and Class B common stockholders voting together) adopted The New York Times Company 2020 Incentive Compensation Plan described in Proposal 2 in the Company’s 2020 Proxy Statement. The results of the vote taken were as follows: For   Against   Abstain   Broker Non-Vote 137,017,654   2,899,219   148,956   14,232,294 Proposal Number 3 — Advisory vote to approve executive compensation The Class B common stockholders approved the advisory resolution on the compensation of the Company’s named executive officers. The results of the vote taken were as follows: For   Against   Abstain   Broker Non-Vote 752,601   4,340   0   8,189 Proposal Number 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 27, 2020. The results of the vote taken were as follows: For   Against   Abstain   Broker Non-Vote 152,060,216   700,651   1,537,256   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 23, 2020     By:   /s/ Diane Brayton Diane Brayton       Executive Vice President, General Counsel and Secretary