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 12, 2022
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 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.
(b) On December 12, 2022, Roland A. Caputo, Executive Vice President and Chief Financial Officer of The New York Times Company (the “Company”), informed the Company of his intention to retire next year. He will continue to serve in this role until his successor is identified, and is expected to stay on through a transition period. The Company has retained a leading executive search firm to help identify Mr. Caputo’s successor. A copy of the Company’s press release, dated December 12, 2022, announcing Mr. Caputo’s planned retirement is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
(e) Concurrently with Mr. Caputo’s decision to retire, and to facilitate an effective transition process, the Compensation Committee of the Company’s Board of Directors approved a modification to the terms of an award of 12,252 restricted stock units for the Company’s Class A Common Stock that were granted to Mr. Caputo on February 18, 2022, under the Company’s 2020 Incentive Compensation Plan. This award, which was scheduled to vest on December 31, 2023, subject to Mr. Caputo’s continued employment through the vesting date, will vest on June 30, 2023, subject to his continued employment through such date. No other changes to the terms of this award were made.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| Exhibit 99.1 | The New York Times Company Press Release, datedDecemberpressreleasedecember2022.htm12, 2022 |
| 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 12, 2022 | By: | /s/ Diane Brayton |
| Diane Brayton | ||
| Executive Vice President,<br><br>General Counsel and Secretary |
Document
Exhibit 99.1
Press Release
New York Times Chief Financial Officer Roland Caputo Plans To Retire
NEW YORK, December 12, 2022 – The New York Times Company announced today that Roland A. Caputo, executive vice president and chief financial officer, plans to retire next year. He will continue to serve as C.F.O. until his successor is identified, and is expected to stay on through a transition period.
“For more than three decades, Roland has played a critical role across our operational, finance and strategy organizations. His strategic insights, commitment to operational excellence and financial discipline have been critical to the company’s success, helping to transform The New York Times into the company we are today, the most successful digital news subscription business in the world,” said Meredith Kopit Levien, president and chief executive officer. “As the company’s C.F.O., Roland has built and supported a strong and talented finance team, created solid relationships with the investment community and has had a constant focus on creating value for our shareholders. On a personal note, he’s been a trusted adviser to me and the publisher; we will both miss his partnership and wish him all the best in his next chapter.”
Roland said, “It has been a privilege and an honor to work for The New York Times Company for over three decades. I’ve been lucky enough to be part of and a witness to the company’s growth, scale and evolution across all parts of the business, and look forward to its continued success while I read my daily subscription, make my favorite New York Times Cooking recipes, read The Athletic’s N.H.L. coverage, solve The Crossword and play Wordle and Spelling Bee.”
The company has retained a leading executive search firm to help identify Roland’s successor.
Roland has served in a variety of operational, financial and strategic roles during his 36-year tenure at The New York Times Company. He joined The Times in 1986 as a financial analyst. Over the next decade, he was instrumental in making The New York Times a national newspaper and championed innovations across the print organization. In 2008, as senior vice president and chief financial officer of The New York Times Media Group, he helped shepherd our core print-based business to recover from a deep recession. While serving as executive vice president, print products and services, he helped craft the road map for our digital transformation that underpins our current strategy. In 2018, Roland was named executive vice president and chief financial officer of The New York Times Company.
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 nine million subscribers accounting for more than 10 million subscriptions 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.
This press release can be downloaded from www.nytco.com.
Media: Danielle Rhoades Ha, 212-556-8719; Danielle.Rhoades-Ha@nytimes.com
Investors: Harlan Toplitzky, 212-556-7775; investor.relations@nytimes.com