Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) As described in Item 5.07 of this Current Report on Form 8-K, at the annual meeting of stockholders (the "Annual Meeting") ofThe New York Times Company (the "Company"), held onApril 26, 2023 , the stockholders of the Company approvedThe New York Times Company 2023 Employee Stock Purchase Plan (the "ESPP"). The ESPP is a broad-based plan intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended ("Section 423"). The ESPP provides employees with the right to purchase shares of Class A stock through payroll deduction. A total of 8,000,000 shares of Class A stock have been reserved for issuance under the ESPP. For a further description of the terms and conditions of the ESPP, as approved by the Company's stockholders, see "Proposal Number 3-Approval of The New York Times Company 2023 Employee Stock Purchase Plan" in the Company's Proxy Statement filed with theSecurities and Exchange Commission onMarch 10, 2023 (the "Proxy Statement"), which description is incorporated herein by reference. The foregoing description of the ESPP, including the description contained in the Proxy Statement, is qualified in its entirety by reference to the full text of the ESPP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting was held on
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) Beth Brooke 141,469,374 2,110,502 8,638,181 Rachel Glaser 140,776,653 2,803,223 8,638,181 Brian P. McAndrews 139,366,677 4,213,199 8,638,181 John W. Rogers, Jr. 136,930,558 6,649,318 8,638,181 (Vote results of Class B common stockholders) Amanpal S. Bhutani 761,737 0 2,284 Manuel Bronstein 761,737 0 2,284 Arthur Golden 761,617 120 2,284 Hays N. Golden 761,617 120 2,284Meredith Kopit Levien 761,737 0 2,284 David Perpich 761,617 120 2,284 A.G. Sulzberger 761,617 120 2,284 Rebecca Van Dyck 761,737 0 2,284
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Proposal Number 2 - Ratification of the selection of
The stockholders (with Class A and Class B common stockholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, ofErnst & Young LLP , an independent registered public accounting firm, as auditors of the Company for the fiscal year endingDecember 31, 2023 . The results of the vote taken were as follows:
For Against Abstain Broker Non-Vote 150,583,941 835,097 1,563,040 Not applicable
Proposal Number 3 - Approval of
The stockholders (with Class A and Class B common stockholders voting together)
approved
For Against Abstain Broker Non-Vote 143,897,361 334,278 109,974 8,640,465
Proposal Number 4 - 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 758,337 3,340 60 2,284 Proposal Number 5 - Advisory vote on frequency of future advisory votes to approve executive compensation
The Class B common stockholders approved the advisory resolution on the frequency of future advisory votes to approve executive compensation. The results of the vote taken were as follows:
1 Year 2 Years 3 Years Abstain Broker Non-Vote 761,737 0 0 0
2,284 Consistent with the Board's recommendation and the vote of stockholders, the Company will continue to hold an advisory vote to approve executive compensation annually until the next required vote on the frequency of such advisory votes takes place (which the Company expects will be at its 2029 Annual Meeting).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description Exhibit 10.1The New York Times Company 2023 Employee Stock Purchase Plan Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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