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Proxy Statement The New York Times Company Notice of 2020 Annual Meeting and Proxy Statement 445 podcast episodes 3.4 million+ digital news subscriptions 39 TV episodes 300,000+ Cooking subscriptions 3,900 videos 600,000+ Crossword subscriptions 193,929 photos 850,000+ print subscriptions 2m 59,995 articles 5m “The Daily” had more than We have 1,700 employees We now have more than 2 million daily downloads. in our newsroom. 5 million total subscriptions. Independent journalism is the foundation of everything we do as a company. It’s the heart of our mission to seek the truth and help people understand the world. It’s the core of our business strategy to make journalism so 1b 159 good that it’s worth paying for. But it’s more than that. It’s the 1m “The Daily” surpassed We sent journalists to foundation of our democracy, and it’s the reason all of us are here, Over 1 million net 1 billion total downloads. 159 countries to cover the working so hard to support an informed and engaged public.” digital-only subscriptions world in 2019. –“ A. G. Sulzberger, Publisher were added in 2019. 17% of our digital-only news subscriptions are international (non-U.S.). $800m We passed our goal of doubling annual digital revenue a year ahead of schedule. 620 Eighth Avenue New York, NY 10018 Tel 212 556 1234 620 Eighth Avenue New York, NY 10018 tel 212-556-1234 Invitation to 2020 Annual Meeting of Stockholders DATE: Wednesday, April 22, 2020 TIME: 9:00 a.m. PLACE: The New York Times Building 620 Eighth Avenue, 15th Floor, New York, NY 10018 March 13, 2020 Dear Fellow Stockholder: Please join me at our Annual Meeting on Wednesday, April 22, 2020, which will 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, the adoption of a new incentive compensation plan 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. 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 13, 2020, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing you that the Proxy Statement, the 2019 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. As part of our precautions regarding the coronavirus (COVID-19), we are sensitive to the public health and travel concerns that our stockholders may have, as well as any protocols that federal, state and local governments may impose. In the event we determine it is necessary or appropriate to take additional steps regarding how we conduct our meeting, we will announce this decision in advance, and details will be posted on our website and filed with the SEC. 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 April 22nd. 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 Wednesday, April 22, 2020 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 Wednesday, April 22, 2020, 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 12 members; 2. To act upon a proposal to adopt The New York Times Company 2020 Incentive Compensation Plan; 3. To hold an advisory vote to approve executive compensation; 4. To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 27, 2020; and 5. 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 February 26, 2020, 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 12 directors. Class B stockholders are entitled to vote for the election of eight of the 12 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 proposals to adopt The New York Times Company 2020 Incentive Compensation Plan and to ratify the selection of Ernst & Young LLP as auditors for the 2020 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 13, 2020 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: April 22, 2020 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. 14 Class A stockholders Class B stockholders Robert E. Denham Amanpal S. Bhutani Rachel Glaser Hays N. Golden John W. Rogers, Jr. Brian P. McAndrews Rebecca Van Dyck David Perpich A.G. Sulzberger Arthur Sulzberger, Jr. Mark Thompson Doreen Toben 2. Adoption of The New York Times Company 2020 Incentive Compensation For p.63 Plan (Class A and B stockholders) 3. Advisory vote to approve executive compensation (Class B stockholders) For p.73 4. Ratification of selection of Ernst & Young LLP as auditors for fiscal year For p.74 ending December 27, 2020 (Class A and B stockholders) CORPORATE GOVERNANCE HIGHLIGHTS The Company is committed to strong corporate governance, a critical component of our corporate culture. Below are certain highlights of our governance practices. More information can be found beginning on page 20. Annual election of all directors Ethics policies for all directors and employees Commitment to Board refreshment, with five Director/executive stock ownership new non-employee directors since the beginning requirements of 2015. Retirement policy for non-employee directors of Robust director nominee selection process 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 that applies to performance- Nominating & Governance Committees based cash and equity compensation 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 2019 executive compensation program. More information can be found beginning on page 35. 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 79% for CEO only for above-target Company performance – Approximately 66% 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 that applies to periodically on executive compensation matters performance-based cash and equity compensation paid to executive officers 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 STOCKHOLDER OUTREACH Management engages in regular outreach to representatives of significant holders of our Class A common stock to solicit their feedback on corporate governance and executive compensation matters. In fall 2019, we solicited feedback from investors representing approximately 75% of our outstanding Class A common stock, and engaged with institutional investors representing over 50% of our outstanding Class A common stock on a variety of topics, including the Company’s executive compensation program and corporate governance practices.
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