--- 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" generated_at: "2026-06-16T06:59:01.139397+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # NYT shareholders approve 2023 Employee Stock Purchase Plan, elect directors at annual meeting ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-127667 - JSON: https://secwatch.observer/filing/0001193125-23-127667.json - Plain text: https://secwatch.observer/filing/0001193125-23-127667.txt ## Key facts - Shareholder Votes NEW YORK TIMES CO shareholders approved Ratification of the selection of Ernst & Young LLP as auditors at the 2023-04-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-26 source text: 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_url: https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm - Shareholder Votes NEW YORK TIMES CO shareholders approved Advisory vote to approve executive compensation at the 2023-04-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-26 source text: 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_url: https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm - Shareholder Votes NEW YORK TIMES CO shareholders approved Advisory vote on frequency of future advisory votes to approve executive compensation at the 2023-04-26 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-26 source text: 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_url: https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm - Shareholder Votes NEW YORK TIMES CO shareholders approved Election of directors at the 2023-04-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-26 source text: 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_url: https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm - Shareholder Votes NEW YORK TIMES CO shareholders approved Approval of The New York Times Company 2023 Employee Stock Purchase Plan at the 2023-04-26 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-04-26 source text: 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_url: https://www.sec.gov/Archives/edgar/data/71691/000119312523127667/0001193125-23-127667-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.