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NYT > SEC Filings for NYT > Form 8-K on 1-May-2013All Recent SEC Filings

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Form 8-K for NEW YORK TIMES CO


1-May-2013

Submission of Matters to a Vote of Security Holders


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 1, 2013. 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)

Robert E. Denham                                   111,450,869             11,737,097               9,867,780

Joichi Ito                                         120,988,617              2,199,349               9,867,780

James A. Kohlberg                                  118,831,386              4,356,580               9,867,780

Brian P. McAndrews                                 120,920,763              2,267,203               9,867,780

Doreen A. Toben                                    119,790,071              3,397,895               9,867,780

(Vote results of Class B common stockholders)

Raul E. Cesan                                          777,174                  5,355                  11,923

Michael Golden                                         770,664                 11,865                  11,923

Steven B. Green                                        770,664                 11,865                  11,923

Carolyn D. Greenspon                                   770,664                 11,865                  11,923

David E. Liddle                                        777,174                  5,355                  11,923

Ellen R. Marram                                        777,174                  5,355                  11,923

Thomas Middelhoff                                      770,664                 11,865                  11,923

Arthur Sulzberger, Jr.                                 770,664                 11,865                  11,923

Mark Thompson                                          770,664                 11,865                  11,923


Proposal Number 2 - 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

767,066 13,385 2,078 11,923

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, 2013. The results of the vote taken were as follows:

For Against Abstain Broker Non-Vote

132,180,494 1,580,929 88,775 Not applicable


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