New York Times Co. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: NYT · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 71691

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance, New York Times

TL;DR

<b>The New York Times Company has submitted its Definitive Proxy Statement (DEF 14A) for the 2024 annual meeting, detailing executive compensation and corporate governance.</b>

AI Summary

NEW YORK TIMES CO (NYT) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. The New York Times Company filed a DEF 14A form on March 8, 2024. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 620 Eighth Avenue, New York, NY 10018. The filing includes information related to executive compensation and equity awards for key personnel. The Standard Industrial Classification code for the company is 2711 (Newspapers: Publishing or Publishing & Printing).

Why It Matters

For investors and stakeholders tracking NEW YORK TIMES CO, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and vote on matters presented at the annual meeting. It provides transparency into the company's governance practices and the alignment of executive incentives with shareholder interests.

Risk Assessment

Risk Level: low — NEW YORK TIMES CO shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new financial performance data or significant operational changes that would indicate elevated risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did NEW YORK TIMES CO file this DEF 14A?

NEW YORK TIMES CO filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NEW YORK TIMES CO (NYT).

Where can I read the original DEF 14A filing from NEW YORK TIMES CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NEW YORK TIMES CO.

What are the key takeaways from NEW YORK TIMES CO's DEF 14A?

NEW YORK TIMES CO filed this DEF 14A on March 8, 2024. Key takeaways: The New York Times Company filed a DEF 14A form on March 8, 2024.. The filing covers the period from January 1, 2023, to December 31, 2023.. The company's principal executive offices are located at 620 Eighth Avenue, New York, NY 10018..

Is NEW YORK TIMES CO a risky investment based on this filing?

Based on this DEF 14A, NEW YORK TIMES CO presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new financial performance data or significant operational changes that would indicate elevated risk.

What should investors do after reading NEW YORK TIMES CO's DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions. The overall sentiment from this filing is neutral.

How does NEW YORK TIMES CO compare to its industry peers?

The New York Times Company operates in the newspaper publishing industry, a sector undergoing significant digital transformation and facing evolving media consumption habits.

Are there regulatory concerns for NEW YORK TIMES CO?

As a publicly traded company, The New York Times Company is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) to inform shareholders about corporate governance and executive compensation.

Industry Context

The New York Times Company operates in the newspaper publishing industry, a sector undergoing significant digital transformation and facing evolving media consumption habits.

Regulatory Implications

As a publicly traded company, The New York Times Company is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) to inform shareholders about corporate governance and executive compensation.

What Investors Should Do

  1. Review the detailed executive compensation packages for key executives like Meredith Kopit Levien.
  2. Analyze any proposed amendments to the company's compensation plans or equity incentive plans.
  3. Understand the company's recommendations on voting matters, including director elections and any shareholder proposals.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement and does not represent a change from previous filings in terms of its nature, but provides updated information for the current reporting period.

Filing Stats: 4,715 words · 19 min read · ~16 pages · Grade level 12.4 · Accepted 2024-03-08 16:11:33

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS 16 DELINQUENT SECTION 16(a) REPORTS 17 PROPOSAL NUMBER 1—ELECTION OF DIRECTORS 18 PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS 19 Class A Nominees 19 Class B Nominees 20 RELATED PERSON TRANSACTIONS 23 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 24 BOARD MEETINGS AND ATTENDANCE 31 BOARD COMMITTEES 32 NOMINATING & GOVERNANCE COMMITTEE 34 COMPENSATION COMMITTEE 35 Compensation Committee Procedures 35 Compensation Committee Interlocks and Insider Participation 36 AUDIT COMMITTEE REPORT 36 PROPOSAL NUMBER 2—SELECTION OF AUDITORS 38 DIRECTORS' COMPENSATION 39 2023 Compensation of Non-Employee Directors 39 Non-Employee Director Compensation Table 40 DIRECTORS' AND OFFICERS' LIABILITY INSURANCE 41 COMPENSATION OF EXECUTIVE OFFICERS 42 Compensation Committee Report 42 Compensation Discussion and Analysis 42 Summary Compensation Table 59 Grants of Plan-Based Awards 63 Employment Agreement of Meredith Kopit Levien 65 Outstanding Equity Awards at Fiscal Year-End 65 Option Exercises and Stock Vested 66 Pension Benefits 67 Nonqualified Deferred Compensation 69 Potential Payments Upon Termination or Change in Control 71 CEO Pay Ratio 75 Pay Versus Performance 76 Equity Compensation Plan Information 81 PROPOSAL NUMBER 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 82 OTHER MATTERS 83 Stockholder Proposals for the 2025 Annual Meeting 83 Certain Matters Relating to Proxy Materials 83 APPENDIX A—COMPUTATION OF ADJUSTED OPERATING PROFIT A-1 Proxy Statement Summary This summary highlights certain information contained in this proxy statement. You should read the entire proxy statement carefully before voting. We are making this proxy statement available to stockholders beginning on March 8, 2024. ANNUAL MEETING OF STOCKHOLDERS Date: April 24, 2024 Time: 11:00 a.m. Eastern Time Location: Virtual meeting only at ww

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS The Company's executive compensation program is designed to drive performance through the achievement of short- and long-term objectives and to link our executives' compensation to the interests of our stockholders. Below are certain highlights of our 2023 executive compensation program. More information can be found beginning on page 42 . Pay for Performance l Significant portion of named executive officers' target compensation is variable: – Approximately 86% for CEO – Approximately 73% for other NEOs l Pursuant to financial metrics in annual incentive compensation plan, above-target compensation paid only for above-target Company performance l Significant portions of annual and long-term incentive compensation tied to performance against pre-established, measurable financial performance goals l Pursuant to total stockholder return metric of long-term incentive compensation plan, above-target compensation paid only for above-median Company performance and no payout for lower quartile performance

Executive Compensation Governance

Executive Compensation Governance What We Do Align pay and performance Set meaningful stock ownership guidelines for executive officers (2-5x annual base salary) Engage with significant Class A stockholders periodically on executive compensation matters Have a compensation recoupment policy that applies to incentive compensation paid to executive officers Annual Compensation Committee benchmarking review of compensation of Company executives with the Committee's independent compensation consultant Perform annual risk assessment of executive compensation program Hold an annual "say-on-pay" advisory vote What We Do Not Do No tax "gross-ups" for executive officers No hedging/pledging of Company stock No significant perks for executive officers No individual change in control agreements P. 4 - THE NEW YORK TIMES COMPANY The New York Times Company Proxy Statement Annual Meeting of Stockholders to be Held on April 24, 2024 INFORMATION ABOUT THE ANNUAL MEETING VOTING ON MATTERS BEFORE THE ANNUAL MEETING Q: What am I voting on? A: Stockholders are asked to vote on three items at the 2024 Annual Meeting: Proposal 1: Election of the Board of Directors of The New York Times Company (the "Board" or the "Board of Directors"). Proposal 2: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2024. Proposal 3: Advisory vote to approve executive compensation (the "say-on-pay" vote). Q: How does the Board of Directors recommend voting? A: The Board of Directors recommends voting: FOR each nominee to the Board; and FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and The Audit Committee of the Board recommends voting: FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2024. Q: Who is entitled to vote? A: The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing