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1.	To elect a Board of 13 members;

2.	To hold an advisory vote to approve executive compensation;

3.	To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 29, 2019; and

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

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Q:	What am I voting on?

A:	Stockholders are asked to vote on three items at the 2019 Annual Meeting:

•	Proposal 1: Election of the Board of Directors of The New York Times Company (the “Board”).

•	Proposal 2: Advisory vote to approve executive compensation (the “say-on-pay” vote).

•	Proposal 3: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 29, 2019.

Q:	How does the Board of Directors recommend voting?

A:	The Board of Directors recommends voting:

•	FOR each nominee to the Board;

•	FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

•	FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 29, 2019.

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 value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the close of business on March 6, 2019, may vote at the 2019 Annual Meeting. As of March 6, 2019, there were 165,141,879 shares of Class A stock and 803,408 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

•	Proposal 1: Class A stockholders vote for the election of four of the 13 director nominees. Class B stockholders vote for the election of nine of the 13 director nominees.

•	Proposal 2: Class B stockholders vote on this proposal.

•	Proposal 3: Class A and B stockholders, voting together as a single class, vote on this proposal.

Q:	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

A:

The Notice of Internet Availability of Proxy Materials (the “Notice”) that we mail to our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our 2018 Annual Report to our stockholders by providing access to these documents on the Internet rather than mailing printed copies, we save natural resources and reduce printing and distribution costs, while providing a convenient way to access the materials and vote. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.

Q:	How do I get electronic access to the proxy materials?

A:	The Notice provides instructions on how to view the proxy materials for our Annual Meeting on the Internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2018 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

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Q:	How do I cast my vote?

A:

You can vote your shares either by proxy or in person at the Annual Meeting. If you choose to vote by proxy, you may do so by using the Internet or the designated toll-free telephone number, or if you received a printed copy of the proxy materials, by mail. Whichever method you use, for your proxy to be counted, it must be received by 11:59 p.m. Eastern Time on May 1, 2019. Each of these procedures is more fully explained below.

•	Vote by Internet

•	Vote by Telephone

•	Vote by Mail

•	Voting in Person at the Annual Meeting

Q:	What is the difference between holding shares as a registered holder and as a beneficial owner of shares held in street name?

A:	Registered Holder. If your shares are registered directly in your name on the books of the Company maintained with the Company’s transfer agent, Computershare, Inc., you are considered the “registered holder” of those shares, and the Notice is sent directly to you by the Company.

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Q:	What are the procedures for attending the Annual Meeting?

A:

All stockholders as of the record date and members of their immediate families are welcome to attend the Annual Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership on the record date. This can be the Notice, your proxy card, a brokerage statement or letter from a bank or broker indicating ownership on March 6, 2019, your voting instruction form, or a legal proxy provided by your broker, bank or other nominee.

Q:	How will my stock be voted on other business brought up at the Annual Meeting?

A:	By submitting your proxy, you authorize the persons named as proxies to use their discretion in voting on any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.

Q:	Can I change my vote or revoke my proxy?

A:	Yes. If you are a registered holder, you can change your vote or revoke your proxy at any time before it is voted at the Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable, by submitting a later-dated proxy (either by mail, telephone or Internet) or by voting by ballot at the Annual Meeting.

Q:	What is the quorum requirement for the Annual Meeting?

A:

The holders of record of a majority of the Company’s shares of stock issued and outstanding on the record date and entitled to vote, in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting. However, the Certificate of Incorporation of the Company provides that Class A stockholders, voting separately, are entitled to elect 30% of the Board of Directors (or the nearest larger whole number) and Class B stockholders, voting separately, are entitled to elect the balance of the Board of Directors. Accordingly, with respect to the election of directors, the holders of a majority of the shares of each of the Class A and Class B stock, respectively, constitute a quorum for the election of the Board of Directors. In addition, only Class B stockholders are entitled to vote on the advisory say-on-pay vote to approve executive compensation. Accordingly, the holders of a majority of the shares of Class B stock constitute a quorum for this proposal. Broker non-votes and abstentions (as described below) are counted as present for establishing a quorum.

Q:	What is the voting requirement to elect the directors and to approve each of the other proposals?

A:	The voting requirements are as follows:

•	Proposal 1: Directors are elected by a plurality of the votes cast. However, please see our policy described on page 22 regarding directors who do not receive more “for” votes than “withheld” votes.

•	Proposal 2: The advisory say-on-pay vote to approve executive compensation requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal.

•	Proposal 3: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 29, 2019, requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.

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Q:	What is a broker non-vote?

A:

If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority, namely: Proposal 1 (election of the Board of Directors) and Proposal 2 (advisory vote to approve executive compensation). This is called a “broker non-vote.” Your shares will be counted as present at the meeting for quorum purposes but not present and entitled to vote for purposes of these specific proposals. Therefore, it is very important that beneficial owners instruct their broker, bank or other nominee how they wish to vote their shares.

Q:	How will broker non-votes, withheld votes and abstentions affect the voting results?

A:	Pursuant to the Company’s By-laws, withheld votes and broker non-votes will have no effect on the election of directors; broker non-votes will have no effect on advisory Proposal 2; and abstentions will have the same effect as votes against advisory Proposal 2 and Proposal 3.

Q:	Who pays for the solicitation of proxies and how are they solicited?

A:

Proxies are solicited by our Board of Directors. The Company bears the costs of the solicitation of the proxies on behalf of the Board of Directors. Our directors, officers or employees may solicit proxies in person or by mail, telephone, facsimile or electronic transmission. The costs associated with the solicitation of proxies include the cost of preparing, printing and mailing our proxy materials, the Notice and any other information we send to stockholders.

Q:	Who will serve as inspector of election?

A:	We have engaged Broadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes at the Annual Meeting.

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1.

Includes 1,400,000 shares of Class A stock and 738,810 shares of Class A stock issuable upon the conversion of 738,810 shares of Class B stock directly owned by the 1997 Trust. As a result of a reorganization by the Ochs-Sulzberger family of its holdings in 2018, 4,300,197 shares of Class A stock that were previously reported as being indirectly beneficially owned by the 1997 Trust through its control of an entity holding such shares are no longer attributable to the 1997 Trust. Accordingly, such shares are omitted from the table. The 4,300,197 shares of Class A stock continue to be beneficially owned by the descendants of Mrs. Sulzberger and are reflected in the aggregate holdings of the 1997 Trust and the descendants of Mrs. Sulzberger as reported under “General Information—The 1997 Trust.”

2.

Class B stock is convertible into Class A stock on a share-for-share basis. Ownership of Class B stock is therefore deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each person listed therein as holding Class B stock has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the 1997 Trust and by the Trustees have been included in the calculation of the total amount of Class A stock owned by each such person as well as in the calculation of the total amount of Class B stock owned by each such person. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table.

3.

Includes the amounts of Class A and Class B stock described in footnotes 1 and 2. The holdings of Class A stock reported for Ms. Dryfoos include (i) 1,454 shares of Class A stock held by two trusts, of which she is a co-trustee, (ii) 10,000 shares of Class A stock held by a trust of which her husband is a trustee, and (iii) 2,519,072 shares of Class A stock and 2,970 shares of Class B stock held by a trust of which her husband is a co-trustee. Ms. Dryfoos disclaims beneficial ownership of these shares.

4.	In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, Mr. Golden is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 7,047 shares of Class A stock.

5.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Ms. Golden include (a) 1,118 shares of Class B stock held jointly with her husband, (b) 20,563 shares of Class A stock held by two trusts created for the benefit of her daughter, of which Ms. Golden is the sole trustee, (c) 42,073 shares of Class A stock held by a trust of which Ms. Golden’s husband is a trustee, and (d) 48,218 shares of Class A stock held in a family trust, of which Ms. Golden is a co-trustee. Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (b) above. The holdings of Class A stock reported for Ms. Golden exclude 3,269 shares of Class A stock held by three trusts, of which her husband is a co-trustee, as to which Ms. Golden disclaims beneficial ownership.

6.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Dr. Golden include (a) 19,563 shares of Class A stock held solely, (b) 11,395 restricted stock units for Class A stock (which will be distributed upon his cessation of service on the Board), including 4,469 unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting, and (c) 48,217 shares of Class A stock held by a trust, of which he is a co-trustee. The holdings of Class A stock reported for Dr. Golden

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7.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Mr. Green include (a) 25,442 restricted stock units for Class A stock (which will be distributed upon his cessation of service on the Board), including 4,469 restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting, (b) 120,000 shares of Class A stock held by Mr. Green’s wife, (c) 1,852 shares of Class B stock held by Mr. Green’s wife, (d) 50,000 shares of Class A stock held in two trusts, of which Mr. Green is a co-trustee, and (e) 1,968 shares of Class A stock held in two trusts for the benefit of his children, of which his wife is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (b), (c), (d) and (e) above. In addition to these holdings, 20,055 cash-settled phantom Class A stock units have been credited to Mr. Green’s account under the Company’s Non-Employee Directors Deferral Plan (“Directors’ Deferral Plan”).

8.	In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, Mr. Sulzberger is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 40,638 shares of Class A stock.

9.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Mr. Sulzberger, Jr. include (a) 341,563 shares of Class A stock and 1,852 shares of Class B stock held solely, (b) 5,809 restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting, (c) 510,247 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and 2010 Incentive Plan and (d) 51,968 shares of Class A stock held by four trusts, of which Mr. Sulzberger, Jr. is a co-trustee. Mr. Sulzberger, Jr. disclaims beneficial ownership of the shares described in (d) above.

10.	In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings of Ms. Tishler include (a) 16,820 shares of Class A stock held solely and (b) 40,500 shares of Class A stock held by a trust of which she is the sole trustee.

11.

According to information contained in a filing with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2018, BlackRock, Inc. beneficially owned 16,647,240 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

12.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2018, Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”) beneficially owns 8,247,175 shares of Class A stock. In addition, Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”), as the parent company of Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (“Banco Inbursa”), owns 7,950,000 shares of Class A stock.

13.	According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2018, The Vanguard Group beneficially owned 15,022,197 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

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14.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2018, Darsana Capital Partners LP beneficially owned 12,784,000 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

15.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2018, Jackson Square Partners, LLC beneficially owned 12,030,604 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

16.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2018, FMR LLC beneficially owned 9,905,009 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

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1.	The amounts reported for this director include unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting, as follows: Mr. Bhutani, 2,180; Ms. Glaser, 5,675; and Mr. Rogers, 4,469.

2.

The amounts reported for this executive include shares of Class A stock that could be acquired within 60 days upon the exercise of stock options awarded under the 2010 Incentive Plan, as follows: Mr. Caputo, 11,640 and Mr. Thompson, 385,604. The amounts reported for Ms. Brayton include 4,044 unvested restricted stock units granted under the 2010 Incentive Plan that will vest within 60 days. Ms. Brayton will receive a number of shares net of shares withheld to satisfy tax obligations. The amounts reported for Ms. Kopit Levien exclude 45,389 stock-settled restricted stock units granted under the 2010 Incentive Plan that are subject to vesting conditions.

3.	The amounts reported for this director include (a) 20,973 vested restricted stock units for Class A stock (which will be distributed upon the director’s retirement from the Board) and (b) 4,469 unvested restricted stock units for Class A stock that will vest within 60 days, on the date of the 2019 Annual Meeting.

4.

Class B stock is convertible into Class A stock on a share-for-share basis. Therefore, ownership of Class B stock is deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each director and executive officer has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the directors and executive officers, including shares held by the 1997 Trust, have been included in the calculation of the total amount of Class A stock owned by such persons as well as in the calculation of the total amount of Class B stock owned by such persons. As a result of this presentation, there are duplications in the number of shares and percentages shown in this table.

5.	See “Principal Holders of Common Stock” and “General Information—The 1997 Trust” for a discussion of this person’s holdings.

6.	The holdings for Mr. Kohlberg include 5,370 shares of Class A stock indirectly held by a trust, of which Mr. Kohlberg is the trustee.

7.

The holdings of Mr. Perpich include (a) 21,002 shares of Class A stock held solely, (b) 112,000 shares of Class A stock and 2,805 shares of Class B stock held by two family trusts for which Mr. Perpich serves as a trustee, and (c) 983 shares of Class A stock held in two custodial accounts created for the benefit of his children, for which Mr. Perpich serves as a custodian. The amounts reported exclude 4,942 stock-settled restricted stock units for Class A stock that are subject to vesting conditions.

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1.	Hays N. Golden is A.G. Sulzberger’s cousin and his father is a cousin of Arthur Sulzberger, Jr.

2.	David Perpich is A.G. Sulzberger’s cousin and Arthur Sulzberger, Jr.’s nephew.

3.	A.G. Sulzberger is Arthur Sulzberger, Jr.’s son.

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•	presides over meetings of stockholders, directors and executive sessions of non-employee directors;

•	works with the Chief Executive Officer to develop agendas for all Board meetings;

•	with the Presiding Director, serves as a liaison between the Board and management;

•	with the other Ochs-Sulzberger family directors, serves as a liaison between the family and the Board;

•	facilitates communication among Board members between meetings; and

•	makes himself available for consultation with stockholders and other interested bodies as a representative of the Board and the Company.

•	serves as a liaison between our Chairman of the Board and our Chief Executive Officer, on the one hand, and our independent directors, on the other;

•	reviews proposed Board meeting agendas;

•	consults with senior executives of the Company as to any concerns the executive might have; and

•	makes herself or himself available for direct consultation with major stockholders.

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•	if the director does business with the Company, or is affiliated with an entity with which the Company does business, so long as payments by or to the Company do not exceed the greater of $1 million or, in the case of an affiliated entity, 2% of the annual revenues of such entity; or

•	if the director serves as an officer or director of a charitable organization to which the Company or The New York Times Neediest Cases Fund makes a donation, so long as the aggregate annual donations do not exceed the greater of $1 million or 2% of that organization’s annual charitable receipts.

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•	the NYSE’s criteria of director “independence;”

•	the NYSE’s “financial literacy” and “financial management expertise” standards; and

•	the SEC’s definition of “audit committee financial expert.”

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•	together with the other independent directors of the Board, approves the compensation of the Chief Executive Officer and the Publisher, including setting salaries and approving annual and long-term incentive potentials;

•	approves compensation for the other executive officers;

•	sets financial targets for the annual incentive and long-term performance awards; and

•	approves awards of equity-based compensation for eligible employees.

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•	each Committee member is “independent” under the listing standards of the NYSE and is “financially literate” as defined by the NYSE;

•	Mss. Toben and Glaser satisfy the “financial management expertise” standard, as required by the NYSE; and

•	Mss. Toben and Glaser are “audit committee financial experts” as defined by the SEC.

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•	Annual cash Board retainer of $50,000;

•	Annual cash Committee Chair retainer of $10,000;

•	Annual cash Committee retainers in the following amounts:

•	Annual cash Presiding Director retainer of $20,000.

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1.	Includes a Presiding Director retainer for Mr. Denham and a Committee Chair retainer for each of Mss. Toben and Van Dyck and Messrs. Cesan, Denham, Kohlberg and McAndrews. The cash retainers for Messrs. Bhutani, Cesan and Rogers and Ms. Glaser were prorated for partial year service, as applicable.

2.

Included in the “Stock Awards” column is the aggregate grant date fair value of the discretionary grant of restricted stock units made to each non-employee director on April 19, 2018, under the 2010 Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of such awards is estimated as $100,000. In addition to this award, Mr. Sulzberger, Jr. received a grant of 1,334 restricted stock units (valued at $30,000), a pro rata amount reflecting his Board service from January 1, 2018 to the date of the 2018 Annual Meeting, and Ms. Glaser received a grant of 1,201 restricted stock units (valued at $27,000), a pro rata amount reflecting her Board service from January 11, 2018 to the date of the 2018 Annual Meeting. Finally, Mr. Bhutani received a grant of 2,177 restricted stock units (valued at $61,000), a pro rata amount reflecting his Board service from September 21, 2018, to the date of the 2019 Annual Meeting.

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3.	The following table shows the aggregate unvested restricted stock units and phantom stock units outstanding at December 30, 2018, for each non-employee director:

(a)	Includes aggregate number of unvested restricted stock units, including unvested restricted stock units credited to each non-employee director’s account in respect of cash dividends paid on the Class A stock in 2018. Additional unvested restricted stock units were credited to each non-employee director’s account in January 2019 in respect of the Company’s fourth quarter cash dividend.

(b)

Prior to 2015, a discretionary grant of phantom Class A stock units was credited to each non-employee director’s account under the Directors’ Deferral Plan on the date of the Company’s annual meeting. Aggregate phantom stock units outstanding reflect grants prior to the termination of the Directors’ Deferral Plan on December 18, 2014, and include amounts credited in 2018 in connection with dividend equivalents, which are initially held as cash and converted to phantom stock units as of the date of the Company’s next succeeding annual meeting. Cash accounts are also credited with interest at a market rate. Subsequent to a non-employee director’s resignation, we pay him or her the cash value of amounts accumulated in his or her account.

4.

Prior to 2012, stock options were awarded under the 2004 Non-Employee Directors’ Stock Incentive Plan (the “Directors’ Incentive Plan”) annually to our non-employee directors on the date of the annual meeting. As of December 30, 2018, Mr. Kohlberg held options for 12,000 shares of Class A stock, all of which were exercisable. These stock options had a term of 10 years from the date of grant, and the option exercise prices for the awards were the average of the high and low stock prices as quoted on the NYSE on the date of the applicable annual meeting. The exercise prices of these options ranged from $4.92 to $10.79. As of December 30, 2018, Mr. Kohlberg’s options were valued at $171,680, based on (i) the closing price of the underlying Class A stock on the NYSE on December 28, 2018, the last trading day of our 2018 fiscal year, of $22.40, minus (ii) the option exercise price.

5.	The amount for Mr. Cesan represents a one-time $10,000 donation made in his honor to a nonprofit organization upon his retirement from the Board.

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•	to drive performance through the achievement of short-term and long-term objectives;

•	to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and

•	to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.

•	Mark Thompson, President and Chief Executive Officer;

•	A.G. Sulzberger, Publisher, The New York Times;

•	Roland Caputo, Executive Vice President and Chief Financial Officer;

•	Meredith Kopit Levien, Executive Vice President and Chief Operating Officer;

•	Diane Brayton, Executive Vice President, General Counsel and Secretary; and

•	James M. Follo, retired Executive Vice President and Chief Financial Officer (through February 28, 2018).

•	The Compensation Committee consists solely of independent directors, notwithstanding an exemption from NYSE rules available to us as a controlled company.

•	Each year, the Compensation Committee approves the compensation for the Company’s executive officers. For the Chief Executive Officer and the Publisher, the final compensation decisions are made by the independent members of our Board of Directors.

•	The Compensation Committee’s independent compensation consultant, Exequity, is retained directly by the Committee and performs services in support of the Committee. The Compensation Committee’s charter authorizes it to engage such consultants and advisors as it determines to be appropriate.

•	The Compensation Committee directs management to reach out to significant stockholders periodically to solicit comments on executive compensation matters, and takes this stockholder feedback into account in designing executive compensation.

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•	Each year the Compensation Committee conducts a review of the Company’s executive compensation program to ensure that it does not create risks that are reasonably likely to have a material adverse effect on the Company.

•	Equity and performance-based cash awards to executives are made under the Company’s 2010 Incentive Plan, which:

◦	prohibits the repricing of any stock option or stock appreciation right without stockholder approval; and

◦	does not contain an “evergreen” share reserve, meaning that the shares of Class A stock reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares.

•	The Company has in place meaningful stock ownership guidelines for its named executive officers to further align their interests with those of our stockholders.

•	The Company’s executive officers are subject to a compensation recoupment or “clawback” policy.

•	The Company’s executive officers may not engage in short-term, speculative trading in Company stock, including hedging or other derivative transactions, hold Company stock in a margin account or pledge Company stock as collateral for a loan.

•	The Company does not provide so-called tax “gross-ups” for its executive officers.

•	The Company does not have individual employment agreements or change in control agreements with its named executive officers.

•	The Company does not provide significant perquisites for executive officers.

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•	Annual Incentive Compensation: The portion of 2018 annual incentive awards for our executive officers based on financial performance (an adjusted operating profit target) was earned at 119% of target. See “—Executive Compensation—Annual Incentive Compensation.”

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Long-Term Performance Award Program: Compensation for 2018 included a payout under the 2016-2018 long-term performance award program. The portion of the award based on cumulative adjusted operating profit (60% of the executives’ target award; half paid in Class A stock and half paid in cash) was earned at 81% of target, and the portion based on relative total stockholder return (40% of the executives’ target; payable in Class A stock) was earned at 200% of the target. See “—Executive Compensation—Long-Term Incentive Compensation.”

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•

Benchmarking—Each year, the Committee reviews market data for executives in positions comparable to Company executives through a process developed with Exequity, its independent compensation consultant. In preparation for its decision-making regarding 2018 compensation levels, in December 2017, the Committee reviewed target compensation in relation to the average of data from two benchmark groups, where data from both groups was available. The two benchmark groups were the media industry peer group and general industry. The media industry peer group consisted of the 17 media companies listed below. Data from these companies was collected from their participation in the 2017 Willis Towers Watson Media Executive Compensation Survey or from publicly disclosed compensation data in their annual proxy statements. The comparator group is the same as that used in connection with 2017 executive compensation decisions except that three media companies in the prior year group were acquired. To the extent data was available for particular positions, the Committee reviewed this data blended with a statistical summary of data adjusted to reflect the Company’s revenue size from the companies that participated in the Willis Towers Watson 2017 General Industry Executive Compensation Survey (excluding companies in the health-care, financial services, energy, not-for-profit and higher education industries).

•

Performance—The Committee ties a substantial portion of each named executive officer’s total potential compensation to Company performance, as well as a portion to individual performance. All executive officers, including the named executive officers, are eligible for annual and long-term incentive compensation that reinforces the relationship between pay and performance by linking compensation to the achievement of important short- and long-term Company performance targets. These targets are set by the Committee in advance based on the Company’s objectives as set out in the operating budget and long-term projection. To ensure that the executives most responsible for development of the Company’s strategic plan are held most accountable for its successful execution, the portion of total compensation delivered in variable, performance-based awards varies directly in relation to each executive’s level of responsibility and hierarchy among the leadership team.

•	Internal Pay Equity—The Committee’s approach to compensation is that executives holding comparable positions of responsibility should have similar compensation opportunities, adjusted to reflect their responsibilities and role within the Company and recognizing that actual rewards earned should reflect achievement of individual objectives.

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1.	Adjusted Operating Profit is defined as (i) revenues less (ii) total operating costs (excluding severance, depreciation and amortization and non-operating retirement costs), adjusted to exclude the effect of any acquisitions and dispositions.

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1.	See Appendix A for the calculation of 2018 adjusted operating profit.

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1.	In connection with Mr. Caputo’s promotion to Chief Financial Officer in April 2018, his base salary and annual incentive award target increased. The table reflects his increased salary and prorated incentive target amount. The table also reflects a prorated increase in Ms. Brayton’s annual incentive award target.

2.	For Mr. Follo, who retired on February 28, 2018, the information presented in this table has been prorated to reflect the period during 2018 that he worked until his retirement.

•	Cumulative adjusted operating profit: represents 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and

•	Relative total stockholder return, or “TSR,” of the Company: represents 40% of an executive’s target award and is paid in Class A stock. This metric, referred to as “Relative TSR,” compares the Company’s TSR over the three-year period relative to the TSR of the companies in the Standard & Poor’s 500 Stock Index as of the beginning of the performance period.

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1.	Reflects Mr. Caputo’s prorated increased long-term incentive target amounts effective upon his promotion in April 2018.

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2.	Mr. Follo retired from the Company on February 28, 2018. Under the terms of the 2018-2020 long-term performance awards, Mr. Follo will be entitled to a prorated portion of the payouts, based on the period worked until his retirement, as and when payouts of 2018-2020 long-term performance awards are made to other executives.

•	Cumulative adjusted operating profit: represents 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and

•	Relative TSR: represents 40% of an executive’s target award and is paid in Class A stock.

1.	See Appendix A for the calculation of adjusted operating profit for 2016-2018.

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1.	The “Total Target $ Value” reflects the value of the Adjusted Operating Profit Shares and Relative TSR Shares at $14.68, calculated on the grant date using a Monte Carlo valuation.

2.	The “Total Award $ Value” reflects the value of the Adjusted Operating Profit Shares and Relative TSR Shares at vesting (calculated using $31.87, the closing price on February 20, 2019). The table reflects the application of the 400% limit on the value of the portion of the award that is based on Relative TSR.

3.	Mr. Follo retired from the Company on February 28, 2018. Under the terms of the 2016-2018 long-term performance awards, Mr. Follo was entitled to a prorated portion of the payouts, based on the period worked until his retirement. The actual payouts presented in this table for Mr. Follo have been prorated to reflect his retirement.

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1.	The fiscal year ended December 31, 2017, was a 53-week fiscal year, and the salary amounts for that year reflect an extra week of salary earned.

2.	In accordance with SEC proxy disclosure rules, included in the “Stock Awards” column for 2018 are the grant date fair values of the stock-settled portion of the 2018-2020 performance awards made during 2018.

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3.	The “Non-Equity Incentive Plan Compensation” column for 2018 reflects payments in connection with our annual incentive awards and the cash-settled portion of long-term performance awards as follows:

1.	Mr. Sulzberger did not participate in the 2016-2018 long-term performance award program as he was not an executive at the time the awards were made.

2.	Mr. Follo retired from the Company on February 28, 2018. Under the terms of these awards, Mr. Follo was entitled to a prorated portion of the payouts, based on the period worked until his retirement. The payouts presented in this table for Mr. Follo have been prorated to reflect his retirement.

4.	The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2018 represents only above-market interest credited to each named executive officer’s account for calendar year 2018 under the terms of the Restoration Plan as follows: Mr. Thompson, $5,670; Mr. Sulzberger, $136; Mr. Caputo, $1,872; Ms. Kopit Levien, $1,688; and Ms. Brayton, $760.

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5.	The table below shows the 2018 components of the “All Other Compensation” column, which include perquisites, Company contributions to the Company 401(k) Plan and the Company credit to each named executive officer’s account under the Restoration Plan (together with the Company 401(k) Plan, the “Savings Plans”) and life insurance premiums.

(a)	Amounts for Mr. Thompson and Ms. Kopit Levien consist of the incremental cost to the Company of financial planning services in 2018.

(b)	Amounts represent Company matching contributions (up to Internal Revenue Service limits) with respect to named executive officers’ deferrals to the Company 401(k) Plan, a discretionary profit-sharing contribution to the Company 401(k) Plan and our credits to the named executive officers’ accounts under the Restoration Plan. See “—Nonqualified Deferred Compensation—Restoration Plan.”

(c)	We pay premiums for basic life insurance for eligible employees, including our executive officers. Coverage is equal to an employee’s annual salary, with a minimum of $20,000 and a maximum of $1 million.

6.	Mr. Sulzberger became Publisher effective January 1, 2018.

7.

Mr. Caputo was appointed Interim Chief Financial Officer following the retirement of Mr. Follo on February 28, 2018. In connection with his appointment, Mr. Caputo received a cash bonus, calculated at the rate of $14,000 per month, for the period during which he served in this position. This cash bonus is included under column (d). Mr. Caputo was subsequently appointed Chief Financial Officer effective April 30, 2018.

8.	Mr. Follo retired from the Company on February 28, 2018.

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1.

Annual incentive award: Threshold, target and maximum amounts in connection with our 2018 annual incentive award program. Threshold amounts reflect the minimum amount payable under the financial component of this award. The actual amounts that were paid are included in the Summary Compensation Table under column (g) for 2018. See “—Compensation Discussion and Analysis” for a description of the targets and the level of achievement for 2018.

2.

2018-2020 performance award (cash-settled): Threshold, target and maximum amounts in connection with cash-settled performance awards for the 2018-2020 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual amount that will be paid will depend on cumulative adjusted operating profit over the three-year period and will range from $0 to the maximum amount, depending on performance. Mr. Caputo received an additional award on April 30, 2018, in connection with his promotion. See “—Compensation Discussion and Analysis” for a description of the performance measure.

3.

2018-2020 performance award (stock-settled): Threshold, target and maximum amounts in connection with stock-settled performance awards for the 2018-2020 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual number of shares that will be issued will depend on two performance measures, cumulative adjusted operating profit and total stockholder return relative to companies in the Standard & Poor’s 500 Stock Index, over the three-year period. The aggregate grant date fair value of this award, as set out in column (l), is included in the Summary Compensation Table under column (e) for 2018. Mr. Caputo received an additional award on April 30,

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4.

Column (l) shows the grant date fair values of stock-settled 2018-2020 performance awards, as estimated for financial reporting purposes. The grant date fair value for the performance awards measured against the cumulative adjusted operating profit metric is calculated based on the average of the high and low stock prices on the grant date and was $25.1625. The grant date fair value for the performance awards measured against the relative total stockholder return metric is calculated on the grant date using a Monte Carlo valuation by an independent third party and was $41.29. The reported amounts may not represent the actual value that will be realized.

5.

Mr. Follo retired from the Company on February 28, 2018. Under the annual incentive award program, Mr. Follo was entitled to a prorated portion of the payout, based on the period during 2018 that he worked until his retirement, and the information presented with respect to his annual incentive award has been prorated to reflect this period. In addition, under the terms of the 2018-2020 long-term performance awards, Mr. Follo will be entitled to a prorated portion of the payouts, based on the period worked until his retirement, as and when payouts of 2018-2020 long-term performance awards are made to other executives.

1.	Stock options have a term of ten years from the date of grant.

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2.	Market value at December 28, 2018 ($22.40 per share), the last trading day of our 2018 fiscal year. The following table shows the grant and vesting dates of the restricted stock unit awards.

(a)	These restricted stock units vest ratably over five years from the date of grant.

3.

Represents the number of shares of Class A stock subject to outstanding stock-settled 2017-2019 and 2018-2020 performance awards. The actual number of shares that will be issued will depend on two performance measures, a financial measure tied to cumulative adjusted operating profit, and total stockholder return relative to companies in the Standard & Poor’s 500 Stock Index, over the three-year period.

4.	Market value of the shares included in column (i) at December 28, 2018 ($22.40 per share), the last trading day of our 2018 fiscal year.

1.

The value realized on exercise presented in column (c) for (i) Mr. Caputo represents the difference between the market price of Class A stock on February 12, 2018, the date of exercise, and the exercise price of the options ($24.0319 market price, 13,500 options, $20.235 exercise price; $24.00 market price, 5,250 options, $11.13 exercise price) and (ii) Mr. Follo represents the difference between the market price of Class A stock on on February 12, 2018, the date of exercise, and the exercise price of the options ($24.0068 market price, 100,000 options, $20.235 exercise price).

2.

“Stock Awards” include, for executives other than Mr. Sulzberger, shares of Class A stock paid out in early 2019 with respect to stock-settled 2016-2018 long-term performance awards. See “—Compensation Discussion and Analysis—Long-Term Incentive Compensation.” Mr. Sulzberger did not participate in the 2016-2018 long-term performance award program as he was not an executive at the time the awards were made. “Stock Awards” also include shares of Class A stock delivered during 2018 upon the vesting of restricted stock units for Messrs. Thompson (113,105), Sulzberger (541), Caputo (3,932) and Follo (11,623) and Ms. Kopit Levien (11,347). For Mr. Thompson, this figure includes 110,947 restricted stock units he received under a special equity award in 2015. See “—Compensation Discussion and Analysis—Executive Compensation—Long-Term Incentive Compensation—

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1.	Because the Pension Plan, SERP I and SERP II were frozen effective December 31, 2009, and because the Guild Pension Plan was frozen effective December 31, 2012, years of credited service for purposes of calculating benefits are determined as of that date.

2.

The assumed retirement age used to calculate the actuarial present value of each named executive officer’s accumulated benefit is the age at which the named executive officer would be eligible to receive unreduced benefits. Under the Pension Plan, Mr. Caputo and Ms. Brayton would be eligible to receive unreduced benefits at ages 62 and 65, respectively. Under the Guild Pension Plan, Mr. Sulzberger would be eligible to receive unreduced benefits at age 65.

3.	Mr. Follo retired from the Company effective February 28, 2018, and received a reduced SERP I benefit in connection with his retirement. See “—Potential Payments Upon Termination or Change in Control.”

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•	1 1/2% of final average earnings (as of December 31, 2008) times years of service up to 25 years (as of December 31, 2008), plus

•	5/8% of final average earnings (as of December 31, 2008) times years of service in excess of 25 years up to 40 years (as of December 31, 2008), plus

•	5/8% of final average earnings (as of December 31, 2009) times years of service after December 31, 2008, and prior to January 1, 2010;

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1.	Participants are not permitted to make contributions under the Restoration Plan or the SESP.

2.	The Company’s contributions to the named executive officers’ accounts under the Restoration Plan are included in column (i), and the portion of earnings credited to such account that are above-market earnings under SEC rules are included in column (h), of the Summary Compensation Table. See footnotes 4 and 5 to the Summary Compensation Table.

3.	Participants’ accounts under the Restoration Plan and the SESP are credited with interest on a daily basis at a rate based on the yield of the Barclays Capital Long Credit Index, or a successor index, as of the last business day in October of the preceding plan year. For 2018, the interest rate was 4.15%.

4.	Mr. Follo retired from the Company effective February 28, 2018. See “—Potential Payments Upon Termination or Change in Control.”

5.

The amounts included in the table for the SESP represent notional credits to the relevant named executive officer’s account during 2018 for interest and the account balances as of the end of the year. Under the terms of the SESP, in no event may the sum of the benefits payable under the SESP and the frozen SERP I exceed the value of the SERP I benefit that the participant would have received had SERP I not been frozen as of December 31, 2009. As a result, until a SESP participant retires, it is not possible to calculate the amount of such participant’s notional SESP account that would actually be payable to the participant.

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•

Current Compensation Components—Our current executive compensation consists primarily of a base salary and performance-based annual and long-term incentive compensation. Base salary is paid through the last day worked, regardless of the reason for termination of employment. In the case of a termination of employment due to death, disability or retirement, an executive would be entitled to prorated portions of existing annual and long-term performance awards, based on the period worked, as and when they are paid to other executives. In all other circumstances, the executive must be employed by the Company on the date of payment in order to receive payout of the applicable award. In the case of our three-year performance awards, upon the occurrence of a change in control, the performance period would be deemed to have ended upon such occurrence and payouts will be made in accordance with the performance over the shortened performance period.

•

Equity Awards—Certain of our named executive officers hold unvested restricted stock units. In the case of a termination of employment due to death or disability, all such unvested restricted stock units would immediately vest, except for restricted stock units awarded to Messrs. Thompson and Caputo in 2014, which would be canceled upon a termination of employment due to death or disability. In all other circumstances (including retirement), restricted stock units would be forfeited upon termination. Upon the occurrence of a change in control, restricted stock units would vest if not assumed by any successor entity, and if so assumed, would vest upon a termination under certain circumstances within 12 months. Messrs. Thompson and Caputo also hold stock options granted in fiscal years prior to 2013, all of which have vested.

•	Retirement benefits (Pension Plan and SERPs)—Benefits will be paid out as described above under “—Pension Benefits.”

•

Nonqualified deferred compensation (Restoration Plan and SESP)—The Restoration Plan has a five-year graded vesting schedule. As of December 30, 2018, each named executive officer is fully vested in their interests under the Plan. Upon termination of employment for any reason, participants in the Restoration Plan and the SESP (or their beneficiaries, in the event of death) receive a lump-sum payment of their vested account balance, reduced, in the case of the SESP, so that the sum of the benefits payable under the SESP and SERP I do not exceed the value of the SERP I benefit that would have been received had SERP I not been frozen as of December 31, 2009. Participants’ accounts under these plans would vest upon a change in control.

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1.	Mr. Follo retired on February 28, 2018, and the information contained in the table above for him reflects the actual payments and benefits to which he became entitled as a result of his retirement.

2.

Amounts included under “Change in Control” include the incremental compensation that the named executive officers would receive as a result of a change in control and do not include compensation under existing programs they would receive as a result of their continued employment following a change in control. Amounts included under “Termination Upon a Change in Control” include the aggregate amount the named executive officer would receive as a result of the change in control and a termination in connection therewith.

•	if a person or group (other than defined permitted holders) obtains the right or ability to elect or designate for election at least a majority of the Board; or

•

upon the consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property or any sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety; provided, however, that any such share exchange, consolidation or merger will not be a change in control if holders of the Company’s common stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation or merger.

3.

The amounts shown under each column other than “Change in Control,” represent, in the case of annual and long-term awards paid in February 2019, the actual amounts paid, and in the case of long-term performance awards payable in future years, a prorated portion of the target amounts (two-thirds of target for the 2017-2019 cycle and one-third of target for the 2018-2020 cycle). Actual payouts of such ongoing long-term performance awards would be made at the end of the relevant performance period and would depend on the Company’s achievement of the applicable targets.

4.

The amounts shown for “Restricted stock units” represent the value of restricted stock units that would become deliverable in shares, based on the Company’s closing stock price on December 28, 2018 ($22.40), the last trading day of our 2018 fiscal year. In the case of a termination of employment due to death or disability, all unvested restricted stock units held by Messrs. Thompson and Caputo would be forfeited; those held by Mr. Sulzberger and Mss. Kopit Levien and Brayton would immediately vest.

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5.

The amount shown below for Mr. Follo represent the actuarial present value of the aggregate anticipated annual payments under the Pension Plan and SERP I as of February 28, 2018, the date of his retirement. For the other named executive officers, the amounts shown below represent the actuarial present value of the aggregate anticipated annual payments under (a) the Pension Plan or Guild Pension Plan, as relevant and (b) SERP I in the case of Mr. Caputo and SERP II in the case of Ms. Brayton, assuming retirement at December 30, 2018, in each case based on the following anticipated annual payments pursuant to the terms of the Pension Plan:

6.

The amounts shown represent the sum of the named executive officer’s vested Restoration Plan and SESP account balances. In the case of the Restoration Plan, the account balances of Messrs. Thompson and Caputo reflect a credit for 2018 through December 30, 2018, to be made in 2019. Because Mr. Sulzberger and Mss. Kopit Levien and Brayton are not yet eligible to retire, they would not be entitled to this Restoration Plan credit in the event of a termination on December 30, 2018, other than in the case of death.

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•	to drive performance through the achievement of short-term and long-term objectives;

•	to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and

•	to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.

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