8-K
NEW YORK TIMES CO (NYT)
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): December 17, 2020
The New York Times Company
(Exact name of registrant as specified in its charter)
| New York | 1-5837 | 13-1102020 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
(d) On December 17, 2020, the Board of Directors (the “Board”) of The New York Times Company (the “Company”) appointed Arthur Golden to the Board, effective January 1, 2021. A copy of the Company’s press release, dated December 18, 2020, announcing Mr. Golden’s appointment to the Board is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
Mr. Golden will receive the same compensation that is provided to the Company’s other non-employee directors, including a grant of restricted stock units for the Company’s Class A common stock, with a grant date value of $36,000, representing a prorated amount of the restricted stock units granted to the Company’s non-employee directors on April 22, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br>Number | Description |
|---|---|
| Exhibit 99.1 | The New York Times Company Press Release, dated December 18, 2020 |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 18, 2020 | By: | /s/ Diane Brayton |
| Diane Brayton | ||
| Executive Vice President,<br> <br>General Counsel and Secretary |
EX-99.1
Exhibit 99.1
Investors: Harlan Toplitzky, harlan.toplitzky@nytimes.com ****
Media: Eileen Murphy, eileen.murphy@nytimes.com
ARTHUR GOLDEN TO JOIN THE NEW YORK TIMES COMPANY BOARD OF DIRECTORS
NEW YORK - December 18, 2020 - The New York Times Company announced today that Arthur Golden has been appointed to its Board of Directors, effective January 1, 2021.
Mr. Golden, 64, a fourth-generation member of the Ochs Sulzberger family, is a best-selling author.
Arthur Sulzberger, Jr., the chairman of The New York Times Company Board who is retiring as chairman and a member of the Board of Directors at the end of the year, said, “In addition to Arthur’s creativity and intelligence, he has a deep appreciation of the values and societal contributions of The New York Times and the Company throughout their history. I’m delighted he is joining the Board and am only sorry that we won’t have the chance to serve together.”
Mr. Golden is a graduate of Harvard College, where he received a degree in Art History, specializing in Japanese Art. He earned an M.A. in East Asian Languages and Culture from Columbia University and an M.A. in English from Boston University.
The New York Times Company (NYSE: NYT) is a global media organization dedicated to enhancing society by creating, collecting and distributing high-quality news and information. The Company includes The New York Times, NYTimes.com and related properties. It is known globally for excellence in its journalism, and innovation in its print and digital storytelling and its business model. Follow news about the company at @NYTimesPR.