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1.	To elect a Board of 11 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 30, 2012; 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:	There are three items on which stockholders are asked to vote at the 2012 Annual Meeting:

•	Proposal 1: Election of the Board of Directors.

•	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 30, 2012.

Q:	Who is entitled to vote?

A:

The New York Times Company has two classes of outstanding voting securities: Class A stock and Class B stock. Stockholders of record of Class A or Class B stock as of the close of business on February 27, 2012, may vote at the 2012 Annual Meeting. As of February 27, 2012, there were 147,072,256 shares of Class A stock and 818,385 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 11 directors. Class B stockholders vote for the election of seven of the 11 directors.

•	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:

We have elected to furnish to our stockholders this Proxy Statement and our 2011 Annual Report primarily by providing access to these documents on the Internet rather than mailing printed copies. On or about March 9, 2012, a Notice of Internet Availability of Proxy Materials (“Notice”) is being mailed to our stockholders (other than those who previously requested printed copies or electronic delivery of our proxy materials). The Notice directs you to a Web site where you can access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

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

A:	The Notice will provide you with instructions regarding how to view our proxy materials for the Annual Meeting on the Internet. In addition, this Proxy Statement is available at http://www.nytco.com/investors/financials/proxy_statements.html, and the 2011 Annual Report is available at http://www.nytco.com/investors/financials/annual_reports.html.

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

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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 to vote by proxy, each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions. To ensure that your proxy is voted, it should be received by the close of business on April 24, 2012 (11:59 p.m. Eastern Time on April 22, 2012, for participants in the BNG/Boston Globe Savings 401(k) Plan and The New York Times Companies Supplemental Retirement and Investment Plan (each, a “401(k) Plan”)). 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:	How do I vote my shares in a 401(k) Plan?

A:

If you are a participant in our 401(k) Plans, you may instruct the trustee for your 401(k) Plan on how to vote the shares attributed to your account by mail, by telephone, or on the Internet. Voting instructions must be received no later than 11:59 p.m. Eastern Time on April 22, 2012, so that the plan trustees (who vote the shares on behalf of participants of the 401(k) Plans) have adequate time to tabulate the voting instructions. The plan trustee will vote those shares as you instruct. If you do not provide timely instructions to the plan trustee on how to vote your

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Q:	How does the Board of Directors recommend voting?

A:	The Board of Directors recommends voting:

•	FOR each nominee to the Board of Directors; and

•	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 30, 2012.

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 New York Times 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 by executing a later-dated proxy on the Internet, by telephone or mail 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, constitutes a quorum for the transaction of business at the Annual Meeting. However, as described elsewhere in this Proxy Statement, 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 the 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, as described elsewhere in this Proxy Statement, the advisory say-on-pay vote to approve executive compensation is an item on which only the Class B stockholders are entitled to vote. Accordingly, the holders of a majority of the shares of the 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.

•	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 30, 2012, 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.

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

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Q:	How will broker non-votes, withheld votes or 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; 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 being solicited by our Board of Directors. The Company will bear 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 will include the cost of preparing, printing, and mailing our proxy materials, the Notice and any other information we send to stockholders. In addition, we must pay banks, brokers and other persons representing beneficial owners of shares held in street name certain fees associated with:

•	Forwarding the Notice to beneficial owners of our common stock;

•	Forwarding our printed proxy materials by mail to beneficial owners who specifically request them; and

•	Obtaining beneficial owners’ voting instructions.

Q:	Who will serve as inspector of elections?

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

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1.	Includes (a) 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 and (b) 4,300,197 shares of Class A stock indirectly owned by the 1997 Trust through its control of a limited liability company.

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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 table of Class A stock ownership, 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.

In addition to the amounts of Class A and Class B stock described in footnotes 1 and 2, the holdings for Mr. Cohen include (a) 152,656 shares of Class A stock and 1,620 shares of Class B stock held solely, (b) 37,657 shares of Class A stock held by a charitable trust of which Mr. Cohen is a co-trustee and (c) 6,241 shares of Class A stock held by trusts created by Mr. Cohen for the benefit of his sons and stepson, of which Mr. Cohen is the sole trustee. The holdings of Class A stock reported for Mr. Cohen exclude (i) 1,035 shares of Class A stock held by his wife and (ii) 1,011,583 shares of Class A stock held by the estate of his mother for which he is a co-executor. Mr. Cohen disclaims beneficial ownership of all shares described (i) and (ii) as well as all shares held by the trusts described in (b) and (c) above.

4.

In addition to the amounts of Class A and Class B stock described in notes 1 and 2, the holdings for Ms. Dolnick include (a) 480 shares of Class A stock held solely and 104,943 shares of Class A stock and 1,118 shares of Class B stock held jointly with her husband, (b) 28,000 shares of Class A stock that could be acquired within 60 days upon the exercise of options granted under the Directors’ Incentive Plan and (c) 22,439 shares of Class A stock held by two trusts of which Ms. Dolnick’s husband is a co-trustee. Ms. Dolnick disclaims beneficial ownership of the shares held by the trusts described in (c) above. In addition, 20,348 Class A stock units have been credited to Ms. Dolnick’s account under the Company’s Non-Employee Directors Deferral Plan (the “Directors Deferral Plan”).

5.

In addition to the amounts of Class A and Class B stock described in footnotes 1 and 2, the holdings for Ms. Golden include (a) 96,435 shares of Class A stock and 1,118 shares of Class B stock held jointly with her husband and (b) 31,712 shares of Class A stock held by four trusts created for the benefit of her children, of which Ms. Golden is the sole trustee and 47,732 shares of Class A stock held in a charitable trust for which her husband is a trustee. Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (b) above.

6.

In addition to the amounts of Class A and Class B stock described in footnotes 1 and 2, the holdings for Mr. Golden include (a) 1,120 shares of Class B stock held solely and 155,972 shares of Class A stock held jointly with his wife, (b) 354,921 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and the 2010 Incentive Plan, (c) 19,033 restricted stock units under the 2010 Incentive Plan, pursuant to which shares of Class A stock are granted upon vesting, and (d) 1,992 shares of Class A stock equivalents attributed to Mr. Golden based on his holdings in the Company Stock Fund of the Company 401(k) Plan. The holdings of Class A stock reported for Mr. Golden exclude 20,000 stock options under the 1991 Incentive Plan that were transferred to a family limited partnership of which his wife is a general partner. Mr. Golden disclaims beneficial ownership of all of such stock options. In addition, Mr. Golden’s holdings include 4,305 cash-settled restricted stock units awarded under the 1991 Incentive Plan.

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7.	Mr. Green’s amounts include the Class A and Class B stock described in footnotes 1 and 2. His reported holdings exclude 123,799 shares of Class A stock and 960 shares of Class B stock held by Mr. Green’s wife and for which Mr. Green disclaims beneficial ownership.

8.

In addition to the amounts of Class A and Class B stock described in footnotes 1 and 2, the holdings for Ms. Greenspon include (a) 5,510 shares of Class A stock and 360 shares of Class B stock held solely, (b) 8,000 shares of Class A stock that could be acquired within 60 days upon the exercise of options granted under the Directors’ Incentive Plan and (c) 52,622 shares of Class A stock held by two trusts of which Ms. Greenspon is co-trustee. Ms. Greenspon disclaims beneficial ownership of all of the shares described in (c) above. In addition, 6,819 Class A stock units have been credited to Ms. Greenspon’s account under the Directors Deferral Plan.

9.

In addition to the amounts of Class A and Class B stock described in footnotes 1 and 2, the holdings for Mr. Lax include (a) 111,521 shares of Class A stock held jointly with his wife, (b) 5,000 shares of Class A stock held as custodian for his children and (c) 7,490 shares of Class A stock held by Mr. Lax as trustee of two trusts for his children. The holdings of Class A stock reported for Mr. Lax exclude (i) 24,696 shares of Class A stock and 960 shares of Class B stock owned by his wife, (ii) 12,763 shares of Class A stock held for the benefit of his children by his wife as custodian and (iii) 17,590 shares held for the benefit of his children by his wife as trustee. Mr. Lax disclaims beneficial ownership of all shares described in (i), (ii) and (iii) above.

10.

In addition to the amounts of Class A and Class B stock described in footnotes 1 and 2, the holdings for Mr. Sulzberger, Jr. include (a) 150,262 shares of Class A stock and 960 shares of Class B stock held solely, (b) 740,845 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and 2010 Incentive Plan, (c) 73,413 restricted stock units under the 2010 Incentive Plan, pursuant to which shares of Class A stock are granted upon vesting, and (d) 1,990 shares of Class A stock equivalents attributed to Mr. Sulzberger, Jr. based on his holdings in the Company Stock Fund of the Company 401(k) Plan. The holdings of Class A stock reported for Mr. Sulzberger, Jr. exclude 224,500 stock options under the 1991 Incentive Plan that were transferred to his former wife. In addition, Mr. Sulzberger, Jr.’s holdings include 13,650 cash-settled restricted stock units and 100,000 cash-settled stock appreciation rights, in each case, awarded under the 1991 Incentive Plan.

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, 2011, Inmobiliaria Carso, S.A. de C.V. (“Inmobiliaria”) owns, directly or indirectly 19,853,000 shares of Class A stock. In addition, each of Inmobiliaria and 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, directly or indirectly, warrants to purchase 7,950,000 shares of Class A stock at a price of $6.3572 per share. The warrants, which are subject to certain anti-dilution adjustments, may be exercised at any time prior to January 15, 2015.

12.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2011, Fairpointe Capital LLC beneficially owned 15,526,759 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.

13.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2011, these 10,630,700 shares of Class A stock are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment adviser with power to direct investment and/or sole power to vote the securities. For purposes of the reporting requirements of the Exchange

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14.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 30, 2011, BlackRock, Inc. (“BlackRock”) beneficially owned 9,375,593 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 include shares of Class A stock that could be acquired within 60 days upon the exercise of stock options under the Directors’ Plans, as follows: Mr. Cesan: 40,000; Mr. Denham: 16,000; Mr. Kohlberg: 16,000; Dr. Liddle: 40,000; Ms. Marram: 40,000; Dr. Middelhoff: 32,000; and Ms. Toben: 32,000.

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 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.

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

4.

The amounts reported include shares of Class A stock that could be acquired within 60 days upon the exercise of stock options awarded under the 1991 Incentive Plan and 2010 Incentive Plan, as follows: Mr. Follo: 311,251 shares; Mr. Heekin-Canedy: 480,371 shares and Ms. Robinson: 1,704,385 shares. The amounts reported include restricted stock units, pursuant to which an executive would be awarded shares of Class A stock upon vesting, granted under the 1991 Incentive Plan and the 2010 Incentive Plan as follows: Mr. Follo: 43,533 shares and Mr. Heekin-Canedy: 43,533 shares. In addition, the amounts reported include shares of Class A stock equivalents attributed to an executive officer based on their respective holdings in the Company Stock Fund of the Company 401(k) Plan as follows: Mr. Follo: 1,792 shares and Mr. Heekin-Canedy: 1,727 shares.

5.

The amounts reported under “Class A Stock Units and SARs” include: (i) cash-settled restricted stock units awarded under the 1991 Incentive Plan as follows: Mr. Follo: 4,253 units and Mr. Heekin-Canedy: 4,305 units and (ii) cash-settled SARs, entitling holders upon exercise to receive cash equal to the excess of fair market value per share of Class A stock, multiplied by the number of SARs being exercised, awarded under the 1991 Incentive Plan to the extent such SARs could be exercised within 60 days as follows: Ms. Robinson: 350,000 SARs.

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•	Michael Golden and Arthur Sulzberger, Jr. are cousins.

•	Carolyn D. Greenspon is the daughter of a cousin of Messrs. Golden and Sulzberger, Jr.

•	Steven B. Green is married to Mr. Sulzberger, Jr.’s sister and Mr. Golden’s cousin.

•	Lynn G. Dolnick is not standing for reelection this year. Ms. Dolnick, 60, is a director of various non-profit corporations. She is Mr. Golden’s sister and Mr. Sulzberger, Jr.’s cousin. Ms. Greenspon is the daughter of a cousin of Ms. Dolnick and Mr. Green is married to Ms. Dolnick’s cousin.

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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 $1,000,000 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, The New York Times Company Foundation or The New York Times Neediest Cases Fund makes a donation, so long as the aggregate annual donations do not exceed the greater of $1,000,000 or 2% of that organization’s annual charitable receipts.

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•	serves as a liaison between our Chairman and Chief Executive Officer and our independent directors;

•	reviews proposed plans for Board meeting presentations;

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

•	makes herself available for direct consultation with major stockholders.

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•	the Company or any of its subsidiaries may employ a related person in the ordinary course of business consistent with the Company’s policies and practices with respect to the employment of non-related persons in similar positions; and

•

any other related person transaction that would be required to be publicly disclosed must be approved or ratified by the Board of Directors, delegated to the Nominating & Governance Committee or other committee, or if it is impractical or undesirable to defer consideration of the matter until a Board or committee meeting, by the Chair of the Nominating & Governance Committee (or, if he or she is not disinterested, by the Presiding Director).

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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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•	sets salaries for the year;

•	sets annual incentive potentials and the related financial targets for the year;

•	sets award potentials and the financial targets and performance period for the upcoming long-term performance cycle; and

•	awards equity-based compensation.

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

•	each Committee member satisfies the “financial management expertise” standard, as required by the NYSE; and

•	each Committee member is an “audit committee financial expert” as defined by the SEC.

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•	the integrity of the Company’s financial statements;

•	the Company’s compliance with legal and regulatory requirements;

•	the Company’s internal control over financial reporting;

•	the Company’s independent registered public accounting firm’s qualifications and independence; and

•	the performance of the Company’s internal audit function and independent registered public accounting firm.

•	the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees), which include, among other items, matters related to the conduct of the audit of the Company’s 2011 annual consolidated financial statements;

•

the critical accounting policies and practices used in the preparation of the Company’s 2011 annual consolidated financial statements, alternative treatments of financial information within accounting principles generally accepted in the United States of America that Ernst & Young discussed with management, the ramifications of using such alternative treatments, and the treatment preferred by Ernst & Young; and

•	other material written communications between Ernst & Young and management.

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•	the firm’s internal quality-control procedures; and

•	any material issues raised by (i) the most recent internal quality-control review (or peer review) of the firm, or (ii) any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

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•	Annual cash Board retainer of $45,000;

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

•	Annual cash Committee retainers in the following amounts:

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1.	Includes a Presiding Director retainer for Ms. Marram and a Committee Chair retainer for each of Messrs. Cesan and Denham, Dr. Liddle and Ms. Marram.

2.

Included in the “Stock Awards” column is the aggregate grant date fair value of the discretionary grant of phantom stock units made to each non-employee director on April 27, 2011, under the Directors Deferral 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 $35,000.

3.	The following table shows the aggregate phantom stock units outstanding at December 25, 2011:

4.

On April 27, 2011, non-employee directors received options to acquire 4,000 shares of Class A stock at an exercise price of $8.57 (the average of the high and low stock prices on the NYSE on the date of the grant under the Directors’ Incentive Plan). The amounts included in the table above consist of the aggregate grant date fair value of the stock options, computed in accordance with FASB ASC Topic 718. The grant date fair value of such awards is $3.78 per option. For a discussion of the assumptions used in calculating the valuation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 17 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 25, 2011. The actual amount ultimately realized by a director from the stock options will vary depending on, among other items, stock price fluctuations and the timing of exercise.

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5.	The following table shows outstanding stock option awards as of December 25, 2011. The exercise prices of the stock options range from $4.92 to $46.945.

(a)	The closing price of the underlying Class A stock on the NYSE on December 23, 2011 ($7.79), the last trading day of our 2011 fiscal year, minus the option exercise price.

(b)	Upon her resignation from the Board effective June 15, 2011, Ms. Lepore's 4,000 unvested stock options terminated in accordance with their terms.

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

•	Arthur Sulzberger, Jr., Chairman of the Board, Chief Executive Officer (effective December 31, 2011) and Publisher, The New York Times;

•	Michael Golden, Vice Chairman and (through January 6, 2012) President and Chief Operating Officer, Regional Media Group;

•	James M. Follo, Senior Vice President and Chief Financial Officer;

•	Scott Heekin-Canedy, President and General Manager, The New York Times; and

•	Janet L. Robinson, former President and Chief Executive Officer (through December 31, 2011).

•	Our executive officers have no employment agreements.

•	Notwithstanding an exemption from NYSE rules available for controlled companies, the Compensation Committee consists solely of independent directors.

•	The Compensation Committee’s independent compensation consultant, Exequity, is retained directly by the Committee and performs services in support of the Committee.

•	Each year, the Compensation Committee approves the compensation for the Company’s executive officers other than the individuals serving as Chairman, Chief Executive Officer and Vice Chairman. For those officers, the final compensation decisions are made by the independent members of our Board of Directors.

•

The Compensation Committee’s annual review and approval of compensation includes a review of performance-based incentive plans for all employees. In this regard, the Compensation Committee has reviewed the Company’s executive compensation program, including the annual and long-term performance-based cash potentials and stock-based incentive awards, and does not believe that the compensation program creates risks that are reasonably likely to have a material adverse effect on the Company.

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•	The Company’s executive officers are subject to a compensation recoupment or “clawback” policy and stock ownership guidelines, as described further below.

•	The Company does not generally pay so-called tax “gross-ups,” including any reimbursement of its executive officers for the amount of income and Medicare taxes owed by them in respect of regularly provided perquisites and benefits.

•

Equity and performance-based cash awards to executives are made under the Company’s 2010 Incentive Plan, which allows the Compensation Committee to grant a variety of stock-based and cash-based incentive awards to employees in a manner consistent with recent practices. The 2010 Incentive Plan prohibits the repricing of any stock option or stock appreciation right without stockholder approval; provides for accelerated vesting upon a change in control only in the event of a “double trigger,” in which there is first a change in control and subsequently a qualifying termination of employment; 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.

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•	Salaries: Salary levels for our Chairman, Chief Executive Officer and Vice Chairman have not increased from 2006 levels. See “—Executive Compensation—Salaries.”

•	Annual Incentive Compensation: Portions of 2011 annual incentive awards for our executive officers based on financial performance (an EBITDA target) were earned at 40% of target. See “—Executive Compensation—Annual Incentive Compensation.”

•	Long-Term Performance Awards: Targets for the two financial metrics used in the long-term performance award program, operating cash flow margin and return on invested capital, were greatly exceeded for the three-year performance cycle (2009-2011), resulting in a payout of 175% of target. See “—Executive Compensation—Long-Term Incentive Compensation.”

•

Options and Restricted Stock Units: In February 2011, the Compensation Committee decided to rebalance long-term incentive compensation to increase targeted value delivered through equity awards and reduce cash amounts potentially payable through long-term performance awards. The shift is intended to strengthen the structural alignment of long-term incentive compensation with stockholder interests. As a result of this change, the value of restricted stock units granted in 2011 exceeded the value of the 2010 grants. However, the overall targeted value for long-term incentive compensation remained equal.

•

Retirement Benefits: As of December 31, 2009, the Company froze The New York Times Companies Pension Plan (the “Pension Plan”), our nonunion pension plan, and a supplemental executive retirement plan (the “SERP”) that provides enhanced retirement benefits to select members of management. At the same time, the Company added an employer-paid non-elective contribution under the Company 401(k) Plan and adopted two unfunded supplemental defined contribution plans for executives.

•	a significant portion of the Company’s 2012 target compensation for its named executive officers (approximately 62% to 78% of target compensation) is again based on the “at risk” criteria discussed below as opposed to fixed salary;

•	for 2012 annual incentive compensation, the grants are again structured so that payouts will be tied to the achievement of budgeted goals;

•	for long-term performance awards measured over the 2012-2014 cycle, payouts will be capped at the target amount, even if the performance metrics are exceeded, if the Company’s annualized total shareholder return for the three-year period 2012-2014 is less than the annualized yield on a Treasury obligation maturing three years from the end of 2011; and

•	Approximately 21% of 2012 target compensation for our named executive officers (excluding Messrs. Sulzberger, Jr. and Golden) was again in the form of stock options and restricted stock units whose value depends on the performance of the Company’s Class A stock. For Messrs. Sulzberger, Jr. and Golden, stock

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Benchmarking—Each year, the Committee reviews market data for executives in positions comparable to Company executives. In preparation for its decision-making regarding 2011 compensation levels, in December 2010, the Committee examined market data on pay practices at the following 50 U.S. companies, mostly publicly traded, that included a selection of general industry companies with revenues ranging from $2.2 to $2.8 billion as well as traditional newspaper companies, other print publishing companies, and news and information companies of various sizes, with which we compete for talent. This group was reduced from 52 companies in the 2009 peer group because data from two media companies was unavailable. Each was a participant in the Towers Watson Executive Compensation Database, a widely used source of executive compensation information.

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Performance—The Committee ties a substantial portion of each named executive officer’s total potential compensation to Company and individual performance. All executive officers, including the named executive officers, are eligible for annual cash bonuses and long-term performance cash awards that reinforce the relationship between pay and performance by linking compensation to the achievement of important short- and long-term financial, strategic, operating and individual performance targets set by the Committee in advance based on the Company objectives set out in the operating budget.

•	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 performance objectives.

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1.	Includes $1,738 of impairment charges included as  “Operating costs” rather than  “Write-down of assets” on the Company’s 2011 statement of operations.

2.	Includes $869 of charges associated with pension withdrawal expense included as “Operating costs” rather than “Pension withdrawal expense” on the Company’s 2011 statement of operations.

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1.	Under the terms of her Retirement and Consulting Agreement, the portion of Ms. Robinson’s annual incentive award based on individual performance was paid at target.

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•	50% of the award depended upon operating cash flow margin, defined as operating profit before depreciation, amortization and special items divided by revenues over the three-year period.

•	50% of the award depended on a performance measure based upon return on invested capital, or ROIC, from continuing operations over the three-year period. We define ROIC as the quotient of:

◦	our net operating profit after taxes (defined for these purposes as operating profit plus net income/(loss) from joint ventures less income tax expense at an assumed 43% income tax rate), divided by,

◦	our average “invested capital” (defined as total assets less current liabilities other than short-term debt and capital lease obligations).

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1.	Includes for 2011 $1,738 of impairment charges included as  “Operating costs” rather than  “Write-down of assets” on the Company’s 2011 statement of operations.

1.	Includes for 2011 $1,738 of impairment charges included as  “Operating costs” rather than  “Write-down of assets” on the Company’s 2011 statement of operations.

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2.	Average invested capital is defined as the average of total assets less current liabilities other than short-term debt and capital lease obligations as of the first and last day of the applicable period, subject to adjustments to exclude the effects of the items described above.

1.	The maximum payouts for Mr. Sulzberger, Jr. and Ms. Robinson were set at $3,000,000 (rather than $3,500,000, or 175% of the target) due to an annual per person cap under the relevant Company plan.

1.	Under the terms of the grant, as a result of her retirement from the Company on December 31, 2011, Ms. Robinson will be entitled to a one-third prorated payout of her long-term performance award for the 2011-2013 cycle, if and when payments are made to other executives.

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•	As noted above, Ms. Robinson received her 2011 annual incentive compensation as well as payment with respect to her long-term incentive plan award for the three-year cycle ended 2011;

•	Ms. Robinson will be eligible to receive a prorated payment of any long-term performance award payments made pursuant to the 2010-2012 and 2011-2013 performance cycles if and when award payments for these ongoing cycles are paid out to other executives. Payments will be prorated based on the portion of the cycle elapsed through 2011;

•	Ms. Robinson’s unvested restricted stock units, stock options and stock appreciation rights vested upon her retirement in accordance with their terms; and

•	Ms. Robinson will be entitled to receive benefits and/or payments of previously accrued amounts under the Company’s Pension Plan, SERP, nonqualified deferred compensation plans, the Company 401(k) Plan and retiree medical plan, in each case in accordance with the terms of such plan. No such plan terms were modified under the Retirement and Consulting Agreement.

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1.	From April 1, 2009, to December 31, 2009, base salaries for the executive officers were reduced 5%. The action was in connection with salary reductions that generally affected the Company's nonunion employees.

2.

In 2011, the named executive officers were granted higher value in restricted stock units (reflected as “Stock Awards”) and lower value in options (reflected as “Option Awards”) than in 2010. The grant amounts reflect the Compensation Committee’s decision to rebalance long-term incentive compensation to increase targeted value derived through equity awards and reduce cash amounts potentially payable through long-term performance awards. As a result of this change, while the value of restricted stock units granted in 2011 exceeded the value of the 2010 grant, the overall targeted value for long-term incentive compensation remained equal.

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

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4.

The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2011 includes the aggregate increase in the actuarial present value of each named executive officer’s accumulated benefit under the Pension Plan and the SERP accrued during 2011 as follows: Mr. Sulzberger, Jr., $1,189,022; Mr. Golden, $253,772; Mr. Follo, $47,447; Mr. Heekin-Canedy, $474,396; and Ms. Robinson, $523,122.

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5.

The table below shows the 2011 components of column (i), which include perquisites, the Company match for each named executive officer’s contributions to the Company 401(k) Plan, 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. In addition, column (i) includes $4,500,000 for Ms. Robinson, representing a fee to which she is entitled under the terms of her Retirement and Consulting Agreement. See “Compensation Discussion and Analysis—Retirement of Chief Executive Officer.”

(a)	Amounts for Mr. Sulzberger, Jr., Mr. Heekin-Canedy and Ms. Robinson reflect the incremental cost to the Company of financial planning services ($15,000).

(b)	Amounts represent our match of employee contributions (per Internal Revenue Service limits) 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.” Our matching contributions to the Company 401(k) Plan for 2011 were made 60% in cash and 40% in shares of our Class A stock.

(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.	Effective December 31, 2011, Mr. Sulzberger, Jr. was appointed Chief Executive Officer.

7.

Effective December 31, 2011, Ms. Robinson retired from employment with the Company. See “Compensation Discussion and Analysis—Retirement of Chief Executive Officer” for a description of the terms of the Retirement and Consulting Agreement entered into by Ms. Robinson and the Company in connection with her retirement. See footnote 4 for an explanation of the change in pension value included in column (h) for Ms. Robinson.

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1.

Long-term performance award: Threshold, target and maximum amounts in connection with our long-term performance awards for the 2011-2013 cycle. The actual amount that will be paid will depend on two performance measures and will range from $0 to the maximum amount, depending on performance. Amounts that are ultimately paid will be included in the Summary Compensation Table under column (g) for the year of payment. See “Compensation Discussion and Analysis” for a description of the performance measures.

2.	Annual incentive award: Threshold, target and maximum amounts in connection with our 2011 annual incentive award program. The actual amounts that were paid are included in the Summary Compensation Table under column (g) for 2011. See “Compensation Discussion and Analysis” for a description of the targets and the level of achievement for 2011.

3.

Restricted stock units granted in 2011: Each restricted stock unit corresponds to one share of Class A stock and entitles the executive to receive one share of Class A stock on the conversion date. During the three-year vesting period, the units are forfeited if the holder leaves the employ of the Company, but vest in the event of death, disability or retirement. The holder of restricted stock units is entitled to receive payments equivalent to dividends, if any, that may be paid on Class A stock; no preferential rate is paid. The Company paid no dividends in 2011. The aggregate grant date fair values of the grants are included in the Summary Compensation Table

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4.

Stock options granted in 2011: All options are for Class A stock and have an exercise price of $10.455, equal to the average of the high and low stock prices, as reported on the NYSE, on the February 17, 2011, grant date. The options vest in equal annual increments over three years and expire after ten years. The aggregate grant date fair values of the stock options are included in the Summary Compensation Table under column (f) for 2011.

5.	This column shows the grant date fair values of restricted stock units and stock options awarded to all named executive officers on February 17, 2011, as estimated for financial reporting purposes ($10.455 per restricted stock unit; $4.81 per option). These amounts reflect accounting expenses and may not represent the actual value that will be realized.

6.	On December 31, 2011, Ms. Robinson retired from employment with the Company. See “Compensation Discussion and Analysis—Retirement of Chief Executive Officer” for a description of the terms of her Retirement and Consulting Agreement and the treatment of her existing grants of annual and long-term performance awards, restricted stock units and stock options.

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1.	Stock options granted to these executives before 2009 become exercisable in four equal annual installments and have a term of ten years. Stock options granted beginning in 2009 become exercisable in three equal annual installments and have a term of ten years.

2.	Market value at December 23, 2011 ($7.79), the last trading day of our 2011 fiscal year. Restricted stock units granted before 2008 vest 100% on the fifth anniversary of grant. Restricted stock units granted beginning in 2009 vest 100% on the third anniversary of grant. The grant and vesting dates of the restricted stock unit awards are as follows.

3.	Mr. Sulzberger, Jr. has transferred the following stock options included in the table above to his former wife.

4.	Mr. Golden has transferred 20,000 stock options, expiring December 12, 2012, included in the table above to a family limited partnership of which his wife is a general partner.

5.	On December 31, 2011, Ms. Robinson retired from employment with the Company. See “Compensation Discussion and Analysis—Retirement of Chief Executive Officer” for a description of the treatment of her outstanding options, SARs and restricted stock units in connection with her retirement.

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1.

Amounts included in this column are, for Messrs. Follo and Heekin-Canedy and Ms. Robinson, in connection with restricted stock units granted on February 21, 2008, which vested on February 21, 2011, and for Mr. Heekin-Canedy and Ms. Robinson, in connection with restricted stock units granted on December 14, 2006, which vested on December 14, 2011. At their request, Messrs. Sulzberger, Jr. and Golden received no restricted stock unit awards in connection with the December 14, 2006, or February 21, 2008, grants.

2.	Represents the market value of shares of Class A stock upon vesting on February 21, 2011 ($10.68) of restricted stock units granted February 21, 2008, and the market value of shares of Class A stock upon vesting on December 14, 2011 ($7.51) of restricted stock units granted December 14, 2006.

1.	Because the Pension Plan and SERP were frozen effective December 31, 2009, years of credited service for purpose 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. Sulzberger, Jr. would be eligible to receive unreduced benefits at age 62 with 30 years of service, Ms. Robinson would be eligible to receive unreduced benefits at age 63 with 30 years of service, and all other named executive officers would be eligible to receive unreduced benefits at age 65. Under the SERP, each named executive officer would be eligible to receive unreduced benefits at age 60 with 10 years of service. The unreduced SERP benefit will make up any reduction in the Pension Plan benefit attributable to early

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3.	On December 31, 2011, Ms. Robinson retired from employment with the Company. See “Compensation Discussion and Analysis—Retirement of Chief Executive Officer.”

•	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.

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 2011, the interest rate was 5.51%. Amounts deferred under the DEC earn returns at a rate equal to the returns earned by several widely held third-party mutual funds, as elected by the participant. Earnings may increase or decrease depending on the performance of the elected investments.

3.

The amounts included in the table for each named executive officer for the SESP represent notional credits made to the named executive officer’s account during 2011, interest credited to account balances 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 exceed the value of the SERP benefit that the participant would have received had the SERP 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. See “—Potential Payments Upon Termination or Change in Control” for a description of amounts payable to the named executive officers under the Pension Plan, SERP and SESP, assuming a retirement on December 25, 2011, the last day of our 2011 fiscal year.

4.	On December 31, 2011, Ms. Robinson retired from employment with the Company. See “Compensation Discussion and Analysis—Retirement of Chief Executive Officer.”

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•	33% of their base salary,

•	85% of their annual incentive award/bonus,

•	85% of their long-term performance awards, and

•	85% of amount payable to them, if any, under our advertising and circulation sales incentive plan.

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•	Base salary—Base salary is paid through the last day worked, regardless of reason for termination of employment.

•

Annual incentive and long-term performance awards—Participants in the annual incentive award program and in ongoing long-term performance award cycles are generally entitled to a prorated portion of the relevant payment if terminated because of death, disability or retirement. Such payment is made if, as and when such annual incentive or long-term performance awards are paid to other participants.

•	Stock options—Treatment depends on the reason for termination of employment.

◦	Termination—All stock options that were not vested are forfeited effective upon the date of termination. Vested stock options that were not exercised prior to termination are exercisable up to one year, not to extend beyond the original expiration date.

◦

Death, disability or retirement—Unvested options granted prior to 2011 will generally become exercisable 30 days after death, disability or retirement (in the absence of action by the Compensation Committee) and remain so until the original expiration date. Unvested options granted in 2011 or after will generally become exercisable immediately upon death, disability or retirement and remain exercisable until their expiration date.

•	Restricted stock units—Treatment depends on the reason for termination of employment.

◦	Termination—All restricted stock units that were not vested are forfeited effective upon the date of termination.

◦	Death, disability or retirement—Restricted stock units immediately vest (subject to applicable tax regulations).

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

•	Nonqualified deferred compensation (Restoration Plan, SESP and DEC)—Upon termination of employment

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Severance benefits—Pursuant to the Company’s severance plan for nonunion employees, each of the named executive officers would be entitled to certain severance pay and certain other benefits in the case of a termination of his or her employment by the Company in the circumstances contemplated by the plan. Payments would be based on the employee’s length of service and base salary at the time of termination. The severance plan is generally limited to the termination of employment in connection with a reduction in force. Accordingly it would not be applicable to the termination of the employment of a named executive officer in the circumstances contemplated by this section.

•	Perquisites and other executive benefits—In most cases, participation ends on the last day worked, unless otherwise agreed by the Compensation Committee.

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1.	Messrs. Sulzberger, Jr., Golden and Heekin-Canedy and Ms. Robinson were eligible to retire early under the Company’s retirement plans as of December 25, 2011. Accordingly, payments to them upon any termination or resignation would be the same as upon retirement as set forth under “Death, Disability or Retirement.”

2.	The Company has change-in-control provisions in the DEC, the Restoration Plan, the SESP and the 2010 Incentive Plan.

•	any person or group acquires Company stock that, together with stock they already hold, equals 50% or more of the fair market value of the Company’s outstanding common stock or that has the ability to elect 50% or more of the Company’s directors;

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•	a majority of the Company’s directors are replaced during any 12-month period by directors who were not endorsed by a majority of the existing directors; or

•	any person or group acquires Company assets during any 12-month period that have a total fair market value equal to 40% or more of the total fair market value of all the Company’s assets immediately before the acquisition, except in certain limited circumstances described in the DEC.

•	A “person” or “group” within the meaning of Section 13(d) of the Exchange Act (other than a permitted holder) obtains the right or ability to elect or designate for election at least a majority of the Board; or

•

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 in one transaction or a series of transactions of the consolidated assets of the Company and its subsidiaries substantially as an entirety to any “person” or “ group” within the meaning of Section 13(d) of the Exchange Act, other than one of the Company’s subsidiaries; provided, however, that any such share exchange, consolidation or merger will not be a change of 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.

•	if a person or group (other than descendants of Iphigene Ochs Sulzberger) obtains the right or ability to elect or designate for election a majority of the Company’s 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.

For annual and long-term performance awards paid in February 2012, in the case of Messrs. Sulzburger, Jr. and Golden, the amounts included in the table are the amounts to which they were entitled under the terms of such awards prior to the reductions made by the Compensation Committee at their request. See “—Compensation Discussion and Analysis.” In the case of Messrs. Follo and Heekin-Canedy and Ms. Robinson, the amounts shown include the actual amounts paid in February 2012. For long-term performance awards payable in future years, these amounts shown include a prorated portion of the target amounts (two-thirds of target for the 2010-2012 cycle and one-third of target for the 2011-2013 cycle). Actual payments 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 stock options and restricted stock units represent the in-the-money value of unexercisable stock options, SARs and restricted stock units that would become exercisable and/or deliverable in shares or cash, upon retirement, death or disability of the named executive officer, based on the Company’s closing stock price on December 23, 2011 ($7.79), the last trading day of our 2011 fiscal year.

5.	The amounts shown represent the actuarial present value of the aggregate anticipated annual payments under the Pension Plan and the SERP payments assuming retirement at December 25, 2011, based on the following

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6.

The amounts shown represent the sum of the named executive officer’s DEC account balance, if any, Restoration Plan account balance and SESP account balance. In the case of the Restoration Plan and the SESP, account balances of named executive officers who are eligible to retire under the terms of these plans would be adjusted to provide a prorated credit for 2011 through December 25. Under the terms of these plans, credits for 2011 are made in 2012. As described above under “—Nonqualified Deferred Compensation,” under the terms of the SESP, in no event may the sum of the benefits payable under the SESP and the frozen SERP exceed the value of the SERP benefit that the participant would have received had the SERP not been frozen as of December 31, 2009. Accordingly, the amounts show in the table above, which assumes a December 25, 2011, retirement, include the following adjusted lump sum distributions from the named executive officer’s SESP account.

7.	Ms. Robinson retired effective December 31, 2011. See “Compensation Discussion and Analysis—Retirement of Chief Executive Officer” for a description of the terms of her retirement and post-retirement consulting agreement.

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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 interest of our stockholders; 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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