{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-127667","form_type":"8-K","ticker":"NYT","cik":"0000071691","company_name":"NEW YORK TIMES CO","filed_at":"2023-04-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.002970+00:00","generated_at":"2026-06-16T06:59:01.139397+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"NYT shareholders approve 2023 Employee Stock Purchase Plan, elect directors at annual meeting","bullets":["Stockholders approved 2023 Employee Stock Purchase Plan; 8,000,000 shares reserved; purchase price at 85% of lower FMV.","All 11 management director nominees elected; Class A and Class B votes cast separately.","Ernst & Young ratified as independent auditor for FY2023; 150.6M votes for, 1.6M abstain.","Advisory vote on executive compensation (say-on-pay) approved by Class B stockholders with 758K for.","Advisory vote on frequency of future say-on-pay set to annual; 761.7K votes for 1-year interval."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-127667","json":"https://secwatch.observer/filing/0001193125-23-127667.json","markdown":"https://secwatch.observer/filing/0001193125-23-127667.md","text":"https://secwatch.observer/filing/0001193125-23-127667.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/d447010d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T06:59:01.139397+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":"217bacf4782e24510dff050b26e06fe478476dd3","claim":"NEW YORK TIMES CO shareholders approved Ratification of the selection of Ernst & Young LLP as auditors at the 2023-04-26 meeting.","evidence_excerpt":"Proposal Number 2 — 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 31, 2023. The results of the vote taken were as follows: For Against Abstain Broker Non-Vote 150,583,941 835,097 1,563,040 Not applicable","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"426e98876276a4b0708c7728b02bc14ab236dfa2","claim":"NEW YORK TIMES CO shareholders approved Advisory vote to approve executive compensation at the 2023-04-26 meeting.","evidence_excerpt":"Proposal Number 4 — 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 758,337 3,340 60 2,284","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"713879d76979a5e561af6e90dd51ae2646ce53d3","claim":"NEW YORK TIMES CO shareholders approved Advisory vote on frequency of future advisory votes to approve executive compensation at the 2023-04-26 meeting.","evidence_excerpt":"Proposal Number 5 — Advisory vote on frequency of future advisory votes to approve executive compensation The Class B common stockholders approved the advisory resolution on the frequency of future advisory votes to approve executive compensation. The results of the vote taken were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Vote 761,737 0 0 0 2,284","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"7cd12ad31f86352c6a90c8634b33412b1eab9e34","claim":"NEW YORK TIMES CO shareholders approved Election of directors at the 2023-04-26 meeting.","evidence_excerpt":"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 Non-Vote (Vote results of Class A common stockholders) Beth Brooke 141,469,374 2,110,502 8,638,181 Rachel Glaser 140,776,653 2,803,223 8,638,181 Brian P. McAndrews 139,366,677 4,213,199 8,638,181 John W. Rogers, Jr. 136,930,558 6,649,318 8,638,181 (Vote results of Class B common stockholders) Amanpal S. Bhutani 761,737 0 2,284 Manuel Bronstein 761,737 0 2,284 Arthur Golden 761,617 120 2,284 Hays N. Golden 761,617 120 2,284 Meredith Kopit Levien 761,737 0 2,284 David Perpich 761,617 120 2,284 A.G. Sulzberger 761,617 120 2,284 Rebecca Van Dyck 761,737 0 2,284","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"b3fd283d9aaff1ef7d311ec359cd0ee41ce87bde","claim":"NEW YORK TIMES CO shareholders approved Approval of The New York Times Company 2023 Employee Stock Purchase Plan at the 2023-04-26 meeting.","evidence_excerpt":"Proposal Number 3 — Approval of The New York Times Company 2023 Employee Stock Purchase Plan The stockholders (with Class A and Class B common stockholders voting together) approved The New York Times Company 2023 Employee Stock Purchase Plan. The results of the vote taken were as follows: For Against Abstain Broker Non-Vote 143,897,361 334,278 109,974 8,640,465","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}