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NEW YORK TIMES CO

For the period ended Apr 22, 2026. Filed Mar 13, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 22, 2026 · Filed Mar 13, 2026

NYT$68.36+4.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantx

Filed by a party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

THE NEW YORK TIMES COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

620 Eighth AvenueNew York, NY 10018tel 212-556-1234

Invitation to 2026 Annual Meeting of Stockholders

DATE:Wednesday, April 22, 2026
TIME:11:00 a.m. Eastern Time
PLACE:Virtual meeting only at www.virtualshareholdermeeting.com/NYT2026

Dear Fellow Stockholder:

Please join me at our Annual Meeting, which will be held virtually on Wednesday, April 22, 2026, at 11:00 a.m. Eastern Time. At the meeting, you will be asked to vote on the matters set forth in the Notice of Annual Meeting of Stockholders, which follows.

You can join our Annual Meeting at www.virtualshareholdermeeting.com/NYT2026. Stockholders will be able to listen, submit questions and vote at the meeting. Information on how to participate in this year’s virtual meeting can be found beginning on page 8.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, I encourage you to vote your shares as soon as possible. You may vote your shares electronically, by phone or by mail. Instructions on each of these voting methods are outlined on page 6.

Thank you for your ongoing support and continued interest in The New York Times Company.

A.G. SULZBERGER

Chairman of the Board

620 Eighth AvenueNew York, NY 10018tel 212-556-1234

Notice of Annual Meeting of Stockholders

To be held Wednesday, April 22, 2026, at 11:00 a.m. Eastern Time

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 11:00 a.m. Eastern Time on Wednesday, April 22, 2026. The meeting will be conducted virtually through a live audio webcast at www.virtualshareholdermeeting.com/NYT2026.

Proposals

  1. To elect a Board of 13 members;

  2. To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2026;

  3. To hold an advisory vote to approve executive compensation; and

  4. To transact such other business as may properly come before the meeting.

Record Date and Eligibility to Vote

Holders of the Class A and Class B common stock as of the close of business on March 3, 2026, are entitled to notice of, and to attend, the Annual Meeting as set forth in the Proxy Statement. Class A stockholders are entitled to vote for the election of four of the 13 director nominees. Class B stockholders are entitled to vote for the election of nine of the 13 director nominees and on the advisory resolution with respect to executive compensation. Class A and Class B stockholders, voting together as a single class, are entitled to vote on the proposal to ratify the selection of Ernst & Young LLP as auditors for the 2026 fiscal year. Class B stockholders are entitled to vote on any other matters presented at the meeting.

Attending the Annual Meeting

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NYT2026 and enter your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. Those without a control number may also attend the Annual Meeting as guests by logging in to the same virtual meeting platform and following the instructions on the website for guest access. Guests will not have the option to vote shares or ask questions. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Online check-in will begin at 10:45 a.m. Eastern Time, and you should allow ample time for the online check-in procedures. Technical support will be available beginning at 10:45 a.m. Eastern Time and will remain available until the meeting has ended.

Your vote is important. Whether or not you plan to attend the Annual Meeting, 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

By Order of the Board of Directors

MICHAEL A. BROWN

Vice President, Assistant General Counsel and Corporate Secretary

TABLE OF CONTENTSPAGE
PROXY STATEMENT SUMMARY1
INFORMATION ABOUT THE ANNUAL MEETING5
GLOSSARY OF CERTAIN TERMS9
WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY10
GENERAL INFORMATION11
The Ochs-Sulzberger Trust11
PRINCIPAL HOLDERS OF COMMON STOCK13
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS16
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS18
PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS19
Class A Nominees19
Class B Nominees20
RELATED PERSON TRANSACTIONS23
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE24
BOARD MEETINGS AND ATTENDANCE32
BOARD COMMITTEES33
NOMINATING & GOVERNANCE COMMITTEE35
COMPENSATION COMMITTEE36
Compensation Committee Procedures36
Compensation Committee Interlocks and Insider Participation36
AUDIT COMMITTEE REPORT37
PROPOSAL NUMBER 2—SELECTION OF AUDITORS39
DIRECTORS’ COMPENSATION40
2025 Compensation of Non-Employee Directors40
Non-Employee Director Compensation Table41
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE42
COMPENSATION OF EXECUTIVE OFFICERS43
Compensation Committee Report43
Compensation Discussion and Analysis43
Summary Compensation Table62
Grants of Plan-Based Awards65
Employment Agreement of Meredith Kopit Levien66
Outstanding Equity Awards at Fiscal Year-End66
Option Exercises and Stock Vested67
Pension Benefits68
Nonqualified Deferred Compensation69
Potential Payments Upon Termination or Change in Control70
CEO Pay Ratio73
Pay Versus Performance74
Equity Compensation Plan Information79
PROPOSAL NUMBER 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION80
OTHER MATTERS81
Stockholder Proposals for the 2027 Annual Meeting81
Certain Matters Relating to Proxy Materials81
APPENDIX A—COMPUTATION OF ADJUSTED OPERATING PROFITA-1
ContentsView on SEC.gov

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