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8-KThe WireRoutine

Shareholder Vote

Filed May 2, 2019 · 7y ago · Accession 0001193125-19-134911

Plain English

Material event — a significant development the company must disclose promptly.

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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): May 2, 2019 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 of principal executive offices) (Zip Code) 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 May 2, 2019. 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 138,256,321 247,747 15,964,140 Joichi Ito 138,080,872 423,196 15,964,140 Brian P. McAndrews 137,873,085 630,983 15,964,140 Doreen Toben 137,449,582 1,054,486 15,964,140 (Vote results of Class B common stockholders) Robert E. Denham 755,839 0 8,362 Rachel Glaser 755,839 0 8,362 Hays N. Golden 755,839 0 8,362 David Perpich 755,839 0 8,362 John W. Rogers, Jr. 755,839 0 8,362 A.G. Sulzberger 755,839 0 8,362 Arthur Sulzberger, Jr. 751,499 4,340 8,362 Mark Thompson 755,839 0 8,362 Rebecca Van Dyck 755,839 0 8,362 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 751,499 4,340 0 8,362 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, 2019. The results of the vote taken were as follows: For Against Abstain Broker Non-Vote 153,859,657 641,734 731,018 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: May 2, 2019 By: /s/ Diane Brayton Diane Brayton Executive Vice President, General Counsel and Secretary
Filing details
Ticker
NYT
CIK
71691
Form type
8-K
Filing date
May 2, 2019
Report date
May 2, 2019
Document
d724949d8k.htm
Size
34 KB