New York Times Co 8-K, filed Apr 23, 2020
New York Times Co (NYT)
About this 8-K
New York Times Co filed this 8-K on April 23, 2020, reporting on events of April 22, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| 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 April 22, 2020. 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 |
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| (Vote results of Class A common stockholders) |
||||||||||||
| Robert E. Denham |
136,458,614 |
2,850,274 |
14,224,105 |
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| Rachel Glaser |
138,508,577 |
800,311 |
14,224,105 |
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| John W. Rogers, Jr. |
138,073,141 |
1,235,747 |
14,224,105 |
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| Rebecca Van Dyck |
137,600,348 |
1,708,540 |
14,224,105 |
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| (Vote results of Class B common stockholders) |
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| Amanpal S. Bhutani |
756,941 |
0 |
8,189 |
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| Hays N. Golden |
756,941 |
0 |
8,189 |
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| Brian P. McAndrews |
756,941 |
0 |
8,189 |
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| David Perpich |
756,941 |
0 |
8,189 |
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| A.G. Sulzberger |
756,941 |
0 |
8,189 |
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| Arthur Sulzberger, Jr. |
752,601 |
4,340 |
8,189 |
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| Mark Thompson |
756,941 |
0 |
8,189 |
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| Doreen Toben |
756,941 |
0 |
8,189 |
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Proposal Number 2 — Adoption of The New York Times Company 2020 Incentive Compensation Plan
The stockholders (with Class A and Class B common stockholders voting together) adopted The New York Times Company 2020 Incentive Compensation Plan described in Proposal 2 in the Company’s 2020 Proxy Statement. The results of the vote taken were as follows:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 137,017,654 |
2,899,219 |
148,956 |
14,232,294 |
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 | |||
| 752,601 |
4,340 |
0 |
8,189 |
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 27, 2020. The results of the vote taken were as follows:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 152,060,216 |
700,651 |
1,537,256 |
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: April 23, 2020 |
By: |
/s/ Diane Brayton Diane Brayton | ||||
| Executive Vice President, General Counsel and Secretary | ||||||