{"schema_version":"secwatch.filing_event.v1","accession":"0000071691-23-000025","form_type":"8-K","ticker":"NYT","cik":"0000071691","company_name":"NEW YORK TIMES CO","filed_at":"2023-10-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:31.804596+00:00","generated_at":"2026-06-10T06:40:19.375635+00:00","sec_items":["5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.1,"calibrated_materiality_score":0.1,"confidence":"high","headline":"NYT Board amends bylaws to add universal proxy rule requirements and exclusive forum provisions","bullets":["Stockholders nominating directors must comply with Rule 14a-19 under the Exchange Act and certify compliance.","White proxy cards are reserved for the exclusive use of the Board.","New York state courts designated as exclusive forum for derivative and fiduciary claims; federal courts for Securities Act claims.","Other procedural enhancements conform to New York Business Corporation Law."],"urls":{"canonical":"https://secwatch.observer/filing/0000071691-23-000025","json":"https://secwatch.observer/filing/0000071691-23-000025.json","markdown":"https://secwatch.observer/filing/0000071691-23-000025.md","text":"https://secwatch.observer/filing/0000071691-23-000025.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/71691/000007169123000025/0000071691-23-000025-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/71691/000007169123000025/nyt-20230928.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T06:40:19.375635+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c1be93cd023480a534959cb68730de59fb87d49e","claim":"NEW YORK TIMES CO: Adopted amendments to the By-laws to specify universal proxy rules compliance, enhance nomination procedures, reserve white proxy cards for the Board, designate exclusive forum provisions, and make other conforming changes (effective 2023-09-28).","evidence_excerpt":"On September 28, 2023, the Board of Directors (the “Board”) of The New York Times Company (the “Company”) approved and adopted amendments to the By-laws of the Company (the “Amended By-laws”) to: • Specify the requirements with which stockholders delivering notice of a director nomination pursuant to the “universal proxy rules” in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must comply, including certifying that such stockholder has met the requirements of Rule 14a-19(a) under the Exchange Act and delivering reasonable evidence of such compliance upon request of the Company; • Enhance and clarify certain other procedural and informational notice requirements applicable to stockholders seeking to nominate directors or propose other business at meetings of stockholders; • Reserve white proxy cards for the exclusive use of the Board; • Designate (i) the New York Supreme Court (or, if such court does not have jurisdiction, the federal district co","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/71691/000007169123000025/0000071691-23-000025-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-09-28"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}