UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2009
The New York Times Company
(Exact name of registrant as specified in its charter)
New York 1-5837 13-1102020
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
620 Eighth Avenue, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 556-1234
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
The annual meeting of stockholders of The New York Times Company (the
"Company") was held on April 23, 2009. The following matters were voted on at
the annual meeting:
1. The stockholders (with Class A and Class B 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
---------- ----------- -----------
(Vote Results of Class A Stockholders)
Scott Galloway 125,689,598 2,291,318
William E. Kennard 109,965,257 18,015,659
James A. Kohlberg 125,162,146 2,818,770
David E. Liddle 109,059,242 18,921,674
Ellen R. Marram 109,103,563 18,877,353
(Vote Results of Class B Stockholders)
Raul E. Cesan 790,391 0
Daniel H. Cohen 790,391 0
Robert E. Denham 790,391 0
Lynn G. Dolnick 790,391 0
Michael Golden 790,391 0
Dawn G. Lepore 790,391 0
Thomas Middelhoff 790,391 0
Janet L. Robinson 790,391 0
Arthur Sulzberger, Jr. 790,391 0
Doreen A. Toben 790,391 0
2. The stockholders (with Class A and Class B stockholders voting together)
ratified the selection, by the Audit Committee of the Board of Directors, of
Ernst & Young LLP, independent certified public accountants, as auditors of
the Company for the year ending December 27, 2009. The results of the vote
taken were as follows:
For: 127,834,728
Against: 663,192
Abstain: 273,387*
---------------
* An abstention had the same effect as a vote against this proposal.
At the annual meeting, the remarks of Arthur Sulzberger, Jr., chairman,
the Company, and publisher, The New York Times, included statements regarding
The Boston Globe, a part of the Company's New England Media Group. He noted that
The Boston Globe had been dramatically affected by secular and cyclical forces
affecting the media industry and that the Company had responded by consolidating
printing facilities, raising circulation prices and reducing headcount. He also
stated that further action would be required and that, as had been reported,
management and The Boston Globe's unions are engaged in extensive negotiations.
For 2009, the Company projects that operating losses at The Boston Globe
and boston.com will be approximately $85 million, before savings from labor
negotiations or other cost-cutting initiatives or the effects of any revenue
initiatives.
Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those predicted by such forward-looking statements. These risks and
uncertainties include national and local conditions, as well as competition,
that could influence the levels (rate and volume) of retail, national and
classified advertising and circulation generated by our various markets and
material increases in newsprint prices. They also include other risks detailed
from time to time in the Company's publicly filed documents, including the
Company's Annual Report on Form 10-K for the year ended December 28, 2008. The
Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE NEW YORK TIMES COMPANY
Date: April 23, 2009 By: /s/ Kenneth A. Richieri
---------------------------------
Kenneth A. Richieri
Senior Vice President,
General Counsel and Secretary