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NYT > SEC Filings for NYT > Form 8-K on 30-Apr-2014All Recent SEC Filings

Show all filings for NEW YORK TIMES CO

Form 8-K for NEW YORK TIMES CO


30-Apr-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of S


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) At the annual meeting of stockholders of The New York Times Company (the "Company") held on April 30, 2014, the stockholders approved an amendment and restatement of The New York Times Company 2010 Incentive Compensation Plan (the "amended 2010 Incentive Plan") pursuant to which cash and equity compensation awards may be provided to employees, non-employee directors and other service providers of the Company and its subsidiaries. The amended 2010 Incentive Plan increased the number of shares of Class A common stock reserved for issuance under the Plan by 6.5 million shares and increased the maximum individual award limits for cash-based awards. A description of the material terms of the amended 2010 Incentive Plan was included in the Company's Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 17, 2014 (the "2014 Proxy Statement").

The above description of the amended 2010 Incentive Plan is not intended to be complete and is qualified in its entirety by the specific language in the amended 2010 Incentive Plan, a copy of which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of the Company was held on April 30, 2014. 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)
Raul E. Cesan                                106,389,531                  770,537                20,500,479
Joichi Ito                                   106,219,553                  940,515                20,500,479
David E. Liddle                              106,433,573                  726,495                20,500,479
Ellen R. Marram                              105,808,419                1,351,649                20,500,479

(Vote results of Class B common stockholders)
Robert E. Denham                                 772,458                        0                    20,550
Michael Golden                                   765,948                    6,510                    20,550
Steven B. Green                                  772,458                        0                    20,550
Carolyn D. Greenspon                             772,458                        0                    20,550
James A. Kohlberg                                772,458                        0                    20,550
Brian P. McAndrews                               765,948                    6,510                    20,550
Arthur Sulzberger, Jr.                           765,948                    6,510                    20,550
Mark Thompson                                    765,948                    6,510                    20,550
Doreen A. Toben                                  772,458                        0                    20,550


Proposal Number 2 - Approval of amendment and restatement of The New York Times Company 2010 Incentive Compensation Plan

The stockholders (with Class A and B common stockholders voting together) approved the amendment and restatement of The New York Times Company 2010 Incentive Compensation Plan described in Proposal 2 in the 2014 Proxy Statement. The results of the vote taken were as follows:

For Against Abstain Broker Non-Vote 105,944,955 1,707,940 279,631 20,521,029

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 765,948 6,510 0 20,550

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 28, 2014. The results of the vote taken were as follows:

For Against Abstain Broker Non-Vote 127,316,472 440,314 696,769 Not applicable



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

    Exhibit Number     Description
    Exhibit 10.1       The New York Times Company 2010 Incentive Compensation Plan,
                       as amended and restated effective April 30, 2014


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