NEW YORK TIMES CO
For the period ended Apr 22, 2026. Filed Mar 13, 2026.
View on SEC.govAbout 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
Contents
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 13, 2026.
| Date: | April 22, 2026 |
|---|---|
| Time: | 11:00 a.m. Eastern Time |
| Location: | Virtual meeting only at www.virtualshareholdermeeting.com/NYT2026For further information about participating in the Annual Meeting, please see “Information About the Annual Meeting” beginning on page 5. |
VOTING MATTERS
| Proposal | Board Recommendation | More Information |
|---|---|---|
| 1. Election of Board of Directors of the Company | For | p. 18 |
| Class A stockholders | Class B stockholders | |
| Amanpal S. BhutaniBeth BrookeBrian P. McAndrewsJohn W. Rogers, Jr. | Manuel BronsteinRachel GlaserArthur GoldenMargot GoldenMeredith Kopit LevienDavid PerpichAnuradha B. SubramanianA.G. SulzbergerRebecca Van Dyck | |
| 2. Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2026 (Class A and B stockholders) | For | p. 39 |
| 3. Advisory vote to approve executive compensation (Class B stockholders) | For | p. 80 |
THE NEW YORK TIMES COMPANY - P. 1
DIRECTOR NOMINEES
| Name | Age | Position with The New York Times Company | Director Since |
|---|---|---|---|
| Class A Nominees (4) | |||
| Amanpal S. Bhutani | 49 | Independent Director | 2018 |
| Beth Brooke | 66 | Independent Director | 2021 |
| Brian P. McAndrews | 67 | Independent Director | 2012 |
| John W. Rogers, Jr. | 67 | Independent Director | 2018 |
| Class B Nominees (9) | |||
| Manuel Bronstein | 50 | Independent Director | 2021 |
| Rachel Glaser | 64 | Independent Director | 2018 |
| Arthur Golden | 69 | Non-Employee Director | 2021 |
| Margot Golden | 49 | Non-Employee Director | 2024 |
| Meredith Kopit Levien | 54 | President, Chief Executive Officer and Director | 2020 |
| David Perpich | 48 | Vice Chair of the Board and Publisher, The Athletic | 2019 |
| Anuradha B. Subramanian | 44 | Independent Director | 2023 |
| A.G. Sulzberger | 45 | Chairman of the Board and Publisher of The New York Times | 2018 |
| Rebecca Van Dyck | 56 | Independent Director | 2015 |
The Nominating & Governance Committee regularly assesses our directors’ mix of skills, experience, tenure and diversity in light of the Company’s business and long-term strategy, and advises the Board of its determinations with respect to Board composition, short- and long-term director refreshment and succession planning.
P. 2 - THE NEW YORK TIMES COMPANY
CORPORATE GOVERNANCE HIGHLIGHTS
We believe strong corporate governance is a critical component of our corporate culture. Central to our governance is our dual-class capital structure that includes Class A stock, which is publicly traded, and Class B stock, which is controlled by the Ochs-Sulzberger family trust. The primary objective of this trust is to maintain the editorial independence and the integrity of The New York Times and to perpetuate it “as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare.”
The Company’s unique dual-class structure, combined with the Ochs-Sulzberger family trust’s stated purpose to protect The Times’s editorial independence and integrity, have enabled the Company to remain focused on its long-term strategy, particularly during periods of significant change and uncertainty in our industry, when many news organizations have struggled. We believe this long-term focus has helped foster the original, independent and high-quality reporting and journalistic excellence that drives our “essential subscription” business strategy, is critical to the Company’s success and value creation for all stockholders, and helps to promote a more informed and just society.
Below are certain highlights of our governance practices that are designed to safeguard the interests of both Class A and Class B stockholders. More information can be found beginning on page 24.
| l | Majority independent Board (notwithstanding NYSE “controlled company” exemption) elected annually and with fiduciary duties to Class A and Class B stockholders | l | Commitment to Board refreshment, with a robust director nominee selection process and five new non-employee directors (three independent) since the beginning of 2021 |
|---|---|---|---|
| l | Annual rotation policy for independent directors, under which each independent director is nominated for election by Class A stockholders at least once every three years and annual Class A nominee slate includes at least one member of each of the Audit, Compensation and Nominating & Governance Committees | l | Fully independent Audit, Compensation and Nominating & Governance Committees (notwithstanding NYSE “controlled company” exemption with respect to Compensation and Nominating & Governance Committees) |
| l | Active lead independent director as Presiding Director | l | Regular executive sessions of non-employee directors and independent directors |
| l | Regular outreach to top Class A stockholders on various matters | l | Director/executive stock ownership requirements |
| l | Annual Board and Committee self-evaluation process | l | Comprehensive director orientation |
| l | Ethics policies for all directors and employees | l | Retirement policy for non-employee directors that applies at the earlier of age 75 and 20 years of service |
| l | Prohibition on hedging/pledging of Company stock | l | Compensation recoupment policy that applies to incentive-based cash and stock compensation |
THE NEW YORK TIMES COMPANY - P. 3
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 2025 executive compensation program. More information can be found beginning on page 43.
| Pay for Performance | |||
|---|---|---|---|
| l | Significant portion of named executive officers’ target compensation is variable:– Approximately 88% for CEO– Approximately 77% 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 | |||
|---|---|---|---|
| What We Do | |||
| ü | Align pay and performance | ü | Set meaningful stock ownership guidelines for executive officers (2-5x annual base salary) |
| ü | Engage with significant Class A stockholders periodically on executive compensation matters | ü | Have a compensation recoupment policy that applies to cash and stock incentive compensation paid to executive officers |
| ü | Annual Compensation Committee benchmarking review of compensation of Company executives with the Committee’s independent compensation consultant | ü | Perform annual risk assessment of executive compensation program |
| ü | Hold an annual “say-on-pay” advisory vote | ||
| What We Do Not Do | |||
| X | No tax “gross-ups” for executive officers | X | No hedging/pledging of Company stock |
| X | No significant perks for executive officers | X | No “single trigger” change in control provisions |
P. 4 - THE NEW YORK TIMES COMPANY
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.