8-K

THE NEW YORK TIMES COMPANY

Date: May 10, 2023

/s/ Diane Brayton

Diane Brayton

Executive Vice President and General Counsel

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 9, 2023

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 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 Symbol(s)	Name of each exchange 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.

(c) On May 9, 2023, the Board of Directors of The New York Times Company (the “Company”) appointed William Bardeen as Executive Vice President and Chief Financial Officer, effective July 1, 2023. As Chief Financial Officer, Mr. Bardeen will serve as the Company’s principal financial officer. Mr. Bardeen, 48, is currently the Company’s Senior Vice President and Chief Strategy Officer, a position he has held since November 2018. He previously served as Senior Vice President, Strategy and Development from 2013 to 2018 and in various other roles with the Company since he joined in 2004. Mr. Bardeen will succeed Roland A. Caputo, who announced his planned retirement in December 2022. Mr. Caputo will remain with the Company through September 30, 2023, in the role of Special Advisor to the CEO to assist in the transition of responsibilities.

A copy of the Company’s press release dated May 10, 2023, announcing Mr. Bardeen’s appointment, is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(e) In light of his increased duties and responsibilities as Executive Vice President and Chief Financial Officer, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved increases in Mr. Bardeen’s compensation. The Committee set Mr. Bardeen’s annual base salary at $450,000, effective July 1, 2023, and set his targeted 2023 annual incentive compensation at 100% of base salary and the total targeted value of his 2023-2025 long-term incentive compensation award at $1,000,000, in each case, prorated from July 1, 2023. The incremental 2023 annual incentive compensation and 2023-2025 long-term incentive compensation awarded to Mr. Bardeen are on the same terms as those granted to Company executives in February 2023, including Mr. Bardeen, as part of the Company’s annual incentive grants. The 2023-2025 long-term incentive compensation consists of performance shares with a grant date fair market value equal to 80% of the total targeted value and restricted stock units with a grant date fair market value equal to 20% of the total targeted value.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

Exhibit 99.1		The New York Times Company Press Release, dated May 10, 2023

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.

Exhibit 99.1

LOGO

Press Release

Investors: Olivia Bloch, 212-556-1325; [email protected]

Media: Danielle Rhoades Ha, 212-556-8719, [email protected]

This press release can be downloaded from www.nytco.com

The New York Times Company Appoints William Bardeen as Chief Financial Officer

NEW YORK, May 10, 2023 — The New York Times Company (NYSE: NYT) announced today that William Bardeen, chief strategy officer, has been appointed executive vice president and chief financial officer, effective July 1, 2023. Roland A. Caputo, who announced his planned retirement as C.F.O. in December 2022, will remain with the company through September 30, 2023, to help ensure a smooth transition of responsibilities.

“Will has been a key leader within our finance organization, helping to develop and execute our transformation into a global digital-first, subscription-first business and to drive our disciplined M&A strategy,” said Meredith Kopit Levien, president and chief executive officer. “Following a comprehensive search that evaluated both internal and external candidates, it became clear that Will is the most uniquely suited and qualified leader to succeed Roland as C.F.O. Few people understand our business, strategy and marketplace like Will does, and his expertise will be critical as we advance our essential subscription strategy and build a larger and more profitable company. I look forward to working closely with Will in his new role as we build on our momentum and create value for shareholders.”

“I’ve dedicated most of my career to helping ensure the business and financial success of The Times, and I am honored to step into the C.F.O. role during this important time for the company,” said Bardeen. “We’re driving results through a clear strategy underpinned by our news and lifestyle products. Looking ahead, I’m excited to continue working with Meredith and the rest of the leadership team as we deliver on our near- and mid-term financial and operational objectives.”

Kopit Levien continued, “Roland will stay on through the end of the third quarter of this year to facilitate a seamless transition. On behalf of the board and leadership team, we thank Roland for his years of dedication and service to The Times and wish him the best in his well-deserved retirement.”

In a separate press release published today, the company announced its first quarter 2023 financial results. The results have been posted and are available at investors.nytco.com. In addition, the company will hold its previously scheduled earnings conference call today, May 10, 2023, at 8:00 a.m. E.T. to discuss the results.

About William Bardeen

Mr. Bardeen, 48, has almost 20 years of experience at The New York Times Company, joining the company in 2004. He’s served as chief strategy officer since 2018, overseeing the company’s strategy, business development, mergers and acquisitions, investing and financial planning and analysis activities as well as investor relations on an interim basis since March 2023. Prior to that, he was senior vice president of strategy and development from 2013 to 2018, where he helped lead the company’s transformation from a traditional U.S. media conglomerate into a global digital subscription service, unified by the journalism and brand of The New York Times. Bardeen has also served in various other leadership roles at The Times in corporate development, business development and strategic planning. Before joining the company, he was a management consultant and worked with early-stage companies in the media and communications industry. He is a C.F.A. charterholder and holds an A.B. degree in environmental science and public policy from Harvard College as well as an M.B.A. in finance and economics from Columbia Business School.

About The New York Times Company

The New York Times Company (NYSE: NYT) is a trusted source of quality, independent journalism whose mission is to seek the truth and help people understand the world. With more than 9 million subscribers across a diverse array of print and digital products — from news to cooking to games to sports — The Times has evolved from a local and regional news leader into a diversified media company with curious readers, listeners and viewers around the globe. Follow news about the company at NYTCo.com.