The New York Times Company Notice of 2019 Annual Meeting and Proxy Statement We Seek the Truth and Help People Understand
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The New York Times Company Notice of 2019 Annual Meeting and Proxy Statement OUR MISSION We seek the truth and help people understand the world. This mission is rooted in our belief that great journalism has the power to make each reader’s life richer and more fulfilling, and all of society stronger and more just. 620 Eighth Avenue New York, NY 10018 tel 212-556-1234 Invitation to 2019 Annual Meeting of Stockholders DATE: Thursday, May 2, 2019 TIME: 9:00 a.m. PLACE: The New York Times Building 620 Eighth Avenue, 15th Floor, New York, NY 10018 March 20, 2019 Dear Fellow Stockholder: Please join me at our Annual Meeting on Thursday, May 2, 2019, which will again be held at 9:00 a.m. on the 15th floor of the Company’s headquarters building. At the meeting, you will be asked to vote on the election of the Board of Directors and the ratification of the selection of auditors. In addition, our Class B stockholders will be asked to vote on an advisory resolution on executive compensation. There are a few changes to the Board slate this year. Jim Kohlberg, who has served on our Board with distinction since 2008, is not standing for election at this year’s Annual Meeting. Steven Green, a fourth-generation member of the Ochs-Sulzberger family who has served on our Board since 2012, is also not standing for election. Each has provided invaluable advice and counsel during his tenure, and I speak for the entire Board when I say that we are grateful for their many contributions. I am also very pleased that we have two new nominees for election at this year’s Annual Meeting: Amanpal Bhutani and David Perpich. Amanpal is president of the Brand Expedia Group at Expedia Group, Inc. and joined our Board in September 2018. His extensive technological and international business expertise in senior leadership roles at digital and consumer-facing companies provides the Board a valuable, highly relevant perspective to the Company’s innovation efforts as we position ourselves for further growth. David, a fifth-generation member of the Ochs-Sulzberger family and president and general manager of Wirecutter, a subsidiary of the Company, is nominated for election at the Annual Meeting. If elected, he will bring to the Board a deep appreciation of the values and societal contributions of The New York Times Company throughout its history, as well as extensive knowledge of the Company’s operations gained from a variety of critical leadership positions. You will have an opportunity at the meeting to ask questions and express your views to the senior management of the Company. Members of the Board of Directors will also be present. We are furnishing our proxy materials to stockholders primarily electronically. On or about March 20, 2019, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing you that the Proxy Statement, the 2018 Annual Report and voting instructions are available online. As more fully described in that Notice, stockholders also may request paper copies of the proxy materials. Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented. Please vote your shares (i) electronically, (ii) by phone or (iii) by mail. Instructions on each of these voting methods are outlined in the enclosed Proxy Statement. Please vote as soon as possible. I hope to see you on May 2nd. ARTHUR SULZBERGER, JR. Chairman of the Board 620 Eighth Avenue New York, NY 10018 tel 212-556-1234 Notice of Annual Meeting of Stockholders To be held Thursday, May 2, 2019 To the Holders of Class A and Class B Common Stock of The New York Times Company: The Annual Meeting of Stockholders of The New York Times Company will be held at 9:00 a.m., local time, on Thursday, May 2, 2019, at The New York Times Building, 620 Eighth Avenue, 15th Floor, New York, NY 10018, for the following purposes: 1. To elect a Board of 13 members; 2. To hold an advisory vote to approve executive compensation; 3. To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 29, 2019; and 4. To transact such other business as may properly come before the meeting. Holders of the Class A and Class B common stock as of the close of business on March 6, 2019, are entitled to notice of, and to attend, this meeting as set forth in the Proxy Statement. Class A stockholders are entitled to vote for the election of four of the 13 directors. Class B stockholders are entitled to vote for the election of nine of the 13 directors and on the advisory resolution to approve executive compensation. Class A and Class B stockholders, voting together as a single class, are entitled to vote on the proposal to ratify the selection of Ernst & Young LLP as auditors for the 2019 fiscal year. Class B stockholders are entitled to vote on any other matters presented at the meeting. Your vote is important. Whether or not you plan to attend the meeting in person, please vote as promptly as possible using the internet or the designated toll-free telephone number, or by requesting a printed copy of the proxy materials and returning by mail the proxy card you receive in response to your request. New York, NY March 20, 2019 By Order of the Board of Directors DIANE BRAYTON Executive Vice President, General Counsel and Secretary Proxy Statement Summary This summary highlights certain information contained in this proxy statement. You should read the entire proxy statement carefully before voting. ANNUAL MEETING OF STOCKHOLDERS Date: May 2, 2019 Time: 9:00 a.m. Location: The New York Times Building 620 Eighth Avenue, 15th Floor New York, NY 10018 VOTING MATTERS Board More Proposal Recommendation Information 1. Election of Board of Directors of the Company For p. 15 Class A stockholders Class B stockholders Amanpal S. Bhutani Robert E. Denham Joichi Ito Rachel Glaser Brian P. McAndrews Hays N. Golden Doreen Toben David Perpich John W. Rogers, Jr. A.G. Sulzberger Arthur Sulzberger, Jr. Mark Thompson Rebecca Van Dyck 2. Advisory vote to approve executive compensation For p. 66 (Class B stockholders) 3. Ratification of selection of Ernst & Young LLP as auditors for For p. 67 fiscal year ending December 29, 2019 (Class A and B stockholders) CORPORATE GOVERNANCE HIGHLIGHTS The Company is committed to strong corporate governance, which remains a critical component of our corporate culture. Below are certain highlights of our governance practices. More information can be found beginning on page 21. Annual election of all directors Ethics policies for all directors and employees Commitment to Board refreshment, with seven Director/executive stock ownership new non-employee directors since the requirements beginning of 2012 Director retirement policy for non-employee Robust director nominee selection process directors of the earlier of age 75 and 20 years of service Annual rotation of independent directors elected No hedging/pledging of Company stock by Class A stockholders Independent Audit, Compensation and Clawback policy Nominating & Governance Committees Active lead independent director as Presiding Comprehensive director orientation Director Annual Board and Committee self-evaluation Regular outreach to significant Class A process stockholders on various matters Regular executive sessions of non-employee directors and independent directors EXECUTIVE COMPENSATION HIGHLIGHTS The Company’s executive compensation program is designed to support business performance and drive long- term stockholder value. Below are certain highlights of our 2018 executive compensation program. More information can be found beginning on page 37. Pay for Performance Significant portion of named executive officers’ Under financial metric of annual incentive target compensation is performance-based compensation, above-target compensation paid – Approximately 80% for CEO only for above-target Company performance – Approximately 63% for other NEOs Significant portions of annual and long-term Under total stockholder return metric of long- incentive compensation tied to performance term incentive compensation, above-target against pre-established, measurable financial compensation paid only for above-median performance goals Company performance and no payout for lower quartile performance Executive Compensation Governance What We Do Align pay and performance (see above) Set meaningful stock ownership guidelines for executive officers (2-5x annual base salary) Engage with significant Class A stockholders Have a clawback policy applicable to executive periodically on executive compensation matters officers in the event of financial statement restatement Annual Compensation Committee benchmarking Perform annual risk assessment of executive review of compensation of Company executives compensation program with the Committee’s independent compensation consultant Hold an annual “say-on-pay” advisory vote What We Do Not Do No tax “gross-ups” for executive officers No employment agreements with named executive officers No significant perks for executive officers No individual change in control agreements No hedging/pledging of Company stock Table of Contents Page VOTING ON MATTERS BEFORE THE ANNUAL MEETING 1 GLOSSARY OF CERTAIN TERMS 4 WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY 6 GENERAL INFORMATION 7 The 1997 Trust 7 PRINCIPAL HOLDERS OF COMMON STOCK 9 SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS 13 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 14 PROPOSAL NUMBER 1—ELECTION