8-KThe WireRoutine
Shareholder Vote
Filed Apr 26, 2024 · 2y ago · Accession 0001193125-24-118065
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 24, 2024
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 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))
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
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 24, 2024. 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 Non-Vote
(Vote results of Class A common stockholders)
Amanpal S. Bhutani
139,396,101
2,163,608
9,246,048
Manuel Bronstein
129,949,649
11,610,060
9,246,048
Beth Brooke
138,891,636
2,668,073
9,246,048
Anuradha B. Subramanian
139,718,896
1,840,813
9,246,048
(Vote results of Class B common stockholders)
Rachel Glaser
758,671
0
64
Arthur Golden
758,671
0
64
Meredith Kopit Levien
758,671
0
64
Brian P. McAndrews
758,671
0
64
David Perpich
758,671
0
64
John W. Rogers, Jr.
758,671
0
64
A.G. Sulzberger
758,671
0
64
Margot Golden Tishler
758,671
0
64
Rebecca Van Dyck
758,671
0
64
Proposal Number 2 — 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 31, 2024. The results of the vote taken were as follows:
For
Against
Abstain
Broker Non-Vote
148,844,800
1,287,884
1,431,808
Not Applicable
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
755,331
3,340
0
64
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 26, 2024
By:
/s/ Michael A. Brown
Michael A. Brown
Vice President, Assistant General Counsel and Corporate Secretary
Filing details
- Company
- NEW YORK TIMES CO
- Ticker
- NYT
- CIK
- 71691
- Form type
- 8-K
- Filing date
- Apr 26, 2024
- Report date
- Apr 24, 2024
- Document
- d822469d8k.htm
- Size
- 157 KB