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1.	To elect a Board of 13 members;

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

3.	To hold an advisory vote on the frequency of future advisory votes to approve executive compensation;

4.	To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2017; and

5.	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 four items at the 2017 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: Advisory vote on the frequency of future advisory say-on-pay votes on executive compensation.

•	Proposal 4: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2017.

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 February 21, 2017, may vote at the 2017 Annual Meeting. As of February 21, 2017, there were 160,698,600 shares of Class A stock and 812,757 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 directors. Class B stockholders vote for the election of nine of the 13 directors.

•	Proposals 2 and 3: Class B stockholders vote on these proposals.

•	Proposal 4: 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 2016 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 2016 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 hold your shares in The New York Times Companies Supplemental Retirement and Investment Plan (the “Company 401(k) Plan”), please refer to the instructions below under “How do I vote my shares in the Company 401(k) Plan?”)

•	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 February 21, 2017, your voting instruction form, or a legal proxy provided by your broker, bank or other nominee.

Q:	How do I vote my shares in the Company 401(k) Plan?

A:

If you are a participant in the Company 401(k) Plan, you may instruct the trustee for the Company 401(k) Plan on how to vote the shares attributed to your account by mail, by telephone or on the Internet. (Instructions on how to vote by mail, by telephone and on the Internet are set forth above under “How do I cast my vote?”) Voting instructions must be received no later than 11:59 p.m. Eastern Time on April 17, 2017, so that the plan trustee (who votes the shares on behalf of participants of the Company 401(k) Plan) has 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, the plan trustee will vote your shares in the same proportion as the shares for which the plan trustee has received timely instructions from others who do vote.

Q:	How does the Board of Directors recommend voting?

A:	The Board of Directors recommends voting:

•	FOR each nominee to the Board of Directors;

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

•	FOR the approval, on an advisory basis, of an annual advisory say-on-pay vote on executive compensation; and

•	FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2017.

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 and the advisory vote on

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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 21 regarding directors who do not receive more “for” votes than “withheld” votes.

•	Proposals 2 and 3: The advisory say-on-pay vote to approve executive compensation and the advisory vote on the frequency of future say-on-pay votes require, 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 4: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2017, 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 of the Board of Directors), Proposal 2 (advisory vote to approve executive compensation) and Proposal 3 (advisory vote on the frequency of future say-on-pay votes). 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 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 Proposals 2 and 3; and abstentions will have the same effect as votes against advisory Proposals 2 and 3, and Proposal 4.

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.

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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 (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.

The holdings of Class A stock reported for Ms. Dryfoos exclude (i) 110,000 shares of Class A stock held in a trust, of which she is a co-trustee, (ii) 1,454 shares of Class A stock held by two trusts, of which she is a co-trustee and (iii) 10,000 shares of Class A stock held by a trust of which her husband is a trustee. Ms. Dryfoos disclaims beneficial ownership of all shares held by the trusts described in (i), (ii) and (iii) above.

4.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Ms. Golden include (a) 40,678 shares of Class A stock and 1,118 shares of Class B stock held jointly with her husband, (b) 19,456 shares of Class A stock held by two trusts created for the benefit of her daughter, of which Ms. Golden is the sole trustee, and (c) 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 (i) 31,943 shares of Class A stock held in a charitable trust, of which her husband is a trustee, and (ii) 3,269 shares of Class A stock held by two trusts, of which her husband is a co-trustee. Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (i) and (ii) above.

5.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Dr. Golden include (a) 18,456 shares of Class A stock held solely and (b) 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 exclude 3,450 shares of Class A stock held by a trust, of which his wife is the sole trustee and for which Dr. 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 for Mr. Golden include (a) 45,651 shares of Class A stock and 560 shares of Class B stock held solely, (b) 266,180 shares of Class A stock and 560 shares of Class B stock held jointly with his wife, (c) 138,244 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and the 2010 Incentive Plan and (d) 3,340 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 (as of the last plan statement). The holdings of Class A stock reported for Mr. Golden exclude 3,830 shares of Class A stock held by two trusts, of which he is the sole trustee and for which Mr. Golden disclaims beneficial ownership.

7.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Green include (a) 5,685 vested restricted stock units for Class A stock (which will be distributed upon his retirement from the Board) and (b) 50,000 shares of Class A stock held in two trusts created for the benefit of his children, of which Mr. Green is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in

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8.

In addition to the amounts of Class A stock 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) 5,685 vested restricted stock units for Class A stock (which will be distributed upon her retirement from the Board) and (c) 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. In addition to these holdings, 26,760 cash-settled phantom Class A stock units have been credited to Ms. Greenspon’s account under the Directors’ Deferral Plan. The amounts reported do not include 8,157 unvested restricted stock units for Class A stock that will vest on the date of the 2017 Annual Meeting.

9.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Perpich include 151,695 shares of Class A stock and 1,853 shares of Class B stock held jointly with his wife. The holdings of Mr. Perpich exclude (a) 70,057 shares of Class A stock held by three trusts of which Mr. Perpich’s wife is the trustee and (b) 2,951 shares of Class A stock held by three trusts for the benefit of Mr. Perpich’s children, of which Mr. Perpich’s wife is a co-trustee. Mr. Perpich disclaims beneficial ownership of all shares described in (a) and (b) above.

10.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Sulzberger, Jr. include (a) 199,562 shares of Class A stock and 1,852 shares of Class B stock held solely, (b) 895,247 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and 2010 Incentive Plan, (c) 3,327 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 (as of the last plan statement) 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. In addition to these holdings, Mr. Sulzberger, Jr. has 100,000 cash-settled stock appreciation rights that were awarded under the 1991 Incentive Plan.

11.

According to information contained in its filings with the SEC related to the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of December 31, 2015, Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”) beneficially owns 19,853,000 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, owns 7,950,000 shares of Class A stock.

12.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2016, BlackRock, Inc. beneficially owned 12,173,083 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, 2016, Fairpointe Capital LLC beneficially owned 11,908,736 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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14.	According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2016, The Vanguard Group beneficially owned 10,047,956 shares of Class A stock. The filing states that, to the best of the holders’ knowledge, the shares 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, 2015, JHL Capital Group LLC and JHL Capital Group Master Fund L.P. beneficially owned 9,300,000 shares of Class A stock. The filing states that, to the best of the holders’ 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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1.

The amounts reported include (a) 5,685 vested restricted stock units for Class A stock (which will be distributed upon the director’s retirement from the Board) and (b) shares of Class A stock that could be acquired within 60 days upon the exercise of stock options under the Directors’ Incentive Plan, as follows: Mr. Cesan, 20,000; Mr. Denham, 16,000; Mr. Kohlberg, 16,000; Ms. Marram, 20,000; and Ms. Toben, 12,000. The amounts reported do not include 8,157 unvested restricted stock units for Class A stock that will vest on the date of the 2017 Annual Meeting.

2.

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, 238,161 shares and Mr. Thompson, 385,604 shares. In addition, the amounts reported include shares of stock-settled restricted stock units that will vest within 60 days, as follows: Mr. Follo, 11,623 shares and Mr. Thompson, 8,956. Mr. Thompson and Mr. Follo will receive a number of shares net of shares withheld to satisfy tax obligations. The amounts reported also include shares of Class A stock equivalents attributed to an executive officer based on their respective holdings (as of the last plan statement) in the Company Stock Fund of the Company 401(k) Plan as follows: Mr. Follo, 3,135 shares and Mr. Thompson, 621 shares. The amounts reported exclude the following stock-settled restricted stock units granted under the 2010 Incentive Plan, which are subject to vesting conditions: Mr. Follo, 23,246 and Mr. Thompson, 115,263.

3.

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.

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

5.	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.

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

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

•	Hays Golden’s father is a brother of Michael Golden and cousin of Mr. Sulzberger, Jr.

•	The Board has asked Robert E. Denham, who otherwise would be precluded by the Company’s Corporate Governance Principles from standing for re-election due to his age, to stand for re-election at the 2017 Annual Meeting.

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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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•	serves as a liaison between our Chairman 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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•	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 required to be publicly disclosed must be approved or ratified by the Board of Directors, the Nominating & Governance Committee or such other committee to which such matter has been delegated for review, 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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•	together with the other independent directors of the Board, approves the compensation of the Chairman and the Chief Executive Officer and, until Michael Golden’s retirement as an executive officer on December 31, 2016, approved the compensation of the Vice Chairman, including setting salaries and approving annual and long-term incentive potentials;

•	approves compensation for the other executive officers;

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

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

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

•	Ms. Toben and Messrs. Cesan and Khosrowshahi satisfy the “financial management expertise” standard, as required by the NYSE; and

•	Ms. Toben and Messrs. Cesan and Khosrowshahi 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 ($15,000 for Nominating & Governance Committee Chair);

•	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. Marram and Toben and Messrs. Cesan, Denham and McAndrews.

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 May 4, 2016, 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.

3.	The following table shows the aggregate restricted stock units and phantom stock units outstanding at December 25, 2016:

(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 2016. An additional 24 unvested restricted stock units were credited to each non-employee director’s account in January 2017 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 2016 in connection with dividend equivalents,

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4.

Prior to 2012, stock options were awarded under the Directors’ Incentive Plan annually to our non-employee directors on the date of the annual meeting. The following table shows outstanding stock option awards as of December 25, 2016, all of which are exercisable. These stock options have a term of 10 years from the date of grant, and the option exercise prices for the awards are 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 the stock options range from $4.92 to $23.935.

(a)	Calculated using the closing price of the underlying Class A stock on the NYSE on December 23, 2016 ($13.60), the last trading day of our 2016 fiscal year, minus the option exercise price.

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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.

•	Arthur Sulzberger, Jr., Chairman of the Board, and Publisher, The New York Times;

•	Mark Thompson, President and Chief Executive Officer;

•	Michael Golden, Vice Chairman;

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

•	Meredith Kopit Levien, Executive Vice President and Chief Revenue Officer.

•	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 Chairman and the Chief Executive Officer, and until Michael Golden’s retirement as an executive officer on December 31, 2016, the Vice Chairman, 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.

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•	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.

•	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 current 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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•	Salaries: For 2016, annual salary levels for Messrs. Sulzberger, Jr., Thompson and Golden were the same as the prior year and, for Mr. Sulzberger, Jr., has not increased since 2006. Mr. Golden’s salary also had not increased since 2006. See “—Executive Compensation—Salaries.”

•	Annual Incentive Compensation: The portion of 2016 annual incentive awards for our executive officers based on financial performance (an adjusted operating profit target) was earned at 85% of target. See “—Executive Compensation—Annual Incentive Compensation.”

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Long-Term Performance Award Program: Compensation for 2016 included a payout under the 2014-2016 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 100% of target. No payout was earned for the portion based on relative total stockholder return (40% of the executives’ target; payable in Class A stock). 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 2016 compensation levels, in December 2015, 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 20 media companies listed below. Data from these companies was collected from their participation in the 2015 Towers Watson Media Executive Compensation Survey or from publicly disclosed compensation data in their annual proxy statements. The companies in the media peer group may change from year to year as companies are acquired or change their business due to acquisitions or divestitures. The comparator group used to set 2016 compensation was substantially the same as the group for the previous year, with 17 common companies and the addition of three entities resulting from corporate transactions at two companies in last year’s comparative group (marked with an asterisk). 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 Towers Watson 2015 General Industry Executive Compensation Survey (excluding companies in the health-care, financial services, energy, not-for-profit and higher education industries).

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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 acquisitions and dispositions.

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1.	Please see Appendix A for the calculation of 2016 adjusted operating profit.

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•	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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•	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.	Please see Appendix A for the calculation of adjusted operating profit for 2014-2016.

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1.	The “Total Target $ Value” reflects the value of the Adjusted Operating Profit Shares and Relative TSR Shares at $16.42, calculated on the grant date using a Monte Carlo valuation.

2.	The “Total Award $ Value” reflects the value of the Adjusted Operating Profit Shares at vesting (calculated using $15.95, the closing price on February 15, 2017). No payout was earned on the Relative TSR Shares.

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1.	In accordance with SEC proxy disclosure rules, included in the “Stock Awards” column for 2016 are the grant date fair values of the stock-settled portion of the 2016-2018 performance awards, as computed for financial reporting purposes in accordance with FASB ASC Topic 718.

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

3.

The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2016 includes above-market interest credited to each named executive officer’s account for calendar year 2016 under the terms of the Restoration Plan as follows: Mr. Sulzberger, Jr., $9,516; Mr. Thompson, $4,093; Mr. Golden, $4,102; Mr. Follo, $3,264; and Ms. Kopit Levien, $621. Under the terms of the Restoration Plan, participants’ accounts are credited with interest based on the yield of the Barclays Capital Long Credit Index, or a successor index. The interest rate for 2016 was 4.22%, which is considered above-market under SEC proxy disclosure rules as it is greater than 120% of the applicable federal long-term rate. Only the portion of the credited interest consisting of above-market payments are included in the above table. See “—Nonqualified Deferred Compensation” below for a discussion of the terms of the Restoration Plan. The same interest rate as applied to the Restoration Plan applied to the named executive officers’ accounts under the SESP, but for the reasons discussed below in footnote 4, this column does not reflect any portion of the interest credited to the SESP account.

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4.	The table below shows the 2016 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 Messrs. Sulzberger, Jr., Thompson and Golden consist of the incremental cost to the Company of financial planning services in 2016.

(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.

5.

Included in the “Stock Awards” column for Mr. Golden are the grant date fair values of the stock-settled portion of the performance awards for each year. Mr. Golden retired from his executive management position effective December 31, 2016, and under the terms of the 2015-2017 and 2016-2018 long-term performance awards, he will be entitled to a prorated portion of the payouts, based on the period worked through his retirement, as and when payouts of such long-term performance awards are made to other executives. Mr. Golden continues to serve on the Company’s Board of Directors as non-executive Vice Chairman.

6.	Ms. Kopit Levien became Executive Vice President and Chief Revenue Officer effective April 17, 2015.

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1.	Annual incentive award: Threshold, target and maximum amounts in connection with our 2016 annual incentive award program. The actual amounts that were paid are included in the Summary Compensation Table under column (g) for 2016. See “—Compensation Discussion and Analysis” for a description of the targets and the level of achievement for 2016.

2.

2016-2018 performance award (cash-settled): Threshold, target and maximum amounts in connection with cash-settled performance awards for the 2016-2018 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. See “—Compensation Discussion and Analysis” for a description of the performance measure.

3.

2016-2018 performance award (stock-settled): Threshold, target and maximum amounts in connection with stock-settled performance awards for the 2016-2018 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 2016. See “—Compensation Discussion and Analysis” for a description of the performance measures.

4.

Column (l) shows the grant date fair values of stock-settled 2016-2018 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 $12.895. 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

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5.

Mr. Golden retired from his executive management position effective December 31, 2016, and under the terms of the 2016-2018 long-term performance awards, he will be entitled to a prorated portion of the payouts, based on the period worked through his retirement (approximately one-third of the three-year cycle), as and when payouts of 2016-2018 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 23, 2016 ($13.60 per share), the last trading day of our 2016 fiscal year. The following table shows the grant and vesting dates of the restricted stock unit awards.

3.

Represents the number of shares of Class A stock subject to outstanding stock-settled 2016-2018 and 2015-2017 performance awards, and in the case of Mr. Thompson, the portion of his 2015 special equity award consisting of a performance award. The actual number of shares that will be issued will depend, in the case of each award other than Mr. Thompson’s special equity award, 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. Mr. Thompson’s performance award is based on the relative total stockholder return only over a three-year performance period of 2016-2018.

4.	Market value of the shares included in column (i) at December 23, 2016 ($13.60 per share), the last trading day of our 2016 fiscal year.

1.

“Stock Awards” include shares of Class A stock paid out in early 2017 with respect to stock-settled 2014-2016 performance awards. See “—Compensation Discussion and Analysis—Long-Term Incentive Compensation.” In the case of Messrs. Thompson and Follo and Ms. Kopit Levin, “Stock Awards” also include 2,158, 11,623 and 49,315 shares of Class A stock, respectively, delivered during 2016 upon the vesting of restricted stock units. The dollar amounts presented in column (e) represent the market value of those shares of Class A stock as of the respective vesting dates.

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1.	Because the Pension Plan and the SERP were frozen effective December 31, 2009, 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. Sulzberger, Jr. became eligible to receive unreduced benefits at age 62 with 30 years of service, and Mr. Golden became eligible at age 65. Mr. Follo would be eligible to receive unreduced benefits at age 65.

3.	Mr. Golden retired from his executive management position effective December 31, 2016. See “—Potential Payments Upon Termination or Change in Control.”

•	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 3 and 4 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 2016, the interest rate was 4.22%.

4.

The amounts included in the table for the SESP represent notional credits to the relevant named executive officer’s account during 2016 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 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, the SERP and the SESP, assuming a retirement on December 25, 2016, the last day of our 2016 fiscal year. The SESP was frozen effective for plan years commencing after December 31, 2013. Ms. Kopit Levien is not a participant in the SESP.

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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 of 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.

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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. In all other circumstances, restricted stock units would be forfeited upon termination. Upon the occurrence of a change of 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. Certain of our named executive officers also hold stock options granted in fiscal years prior to 2013, all of which have vested.

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

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Nonqualified deferred compensation (Restoration Plan and SESP)—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 the SERP do not exceed the value of the SERP benefit that would have been received had the SERP 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.

Each of Messrs. Sulzberger, Jr., Golden and Follo was eligible to retire as of December 25, 2016. Accordingly, payments to them upon any termination or resignation, including following a change in control, would be the same as upon retirement as set forth under “Death, Disability or Retirement.” Mr. Golden retired from his executive management position effective December 31, 2016, and the information contained in the table above for Mr. Golden 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

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•	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

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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 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.

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 2017, 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 2015-2017 cycle and one-third of target for the 2016-2018 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 23, 2016 ($13.60), the last trading day of our 2016 fiscal year. In the case of a termination of employment due to death or disability, all unvested restricted stock units would immediately vest.

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5.	The amounts shown represent the actuarial present value of the aggregate anticipated annual payments under the Pension Plan and the SERP in the case of Messrs. Sulzberger, Jr. and Follo, assuming retirement at December 25, 2016, and in the case of Mr. Golden, upon his retirement on December 31, 2016, in each case based on the following anticipated annual payments:

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. Sulzberger, Jr., Golden and Follo reflect a credit for 2016 through December 25, 2016, to be made in 2017. Because Mr. Thompson and Ms. Kopit Levien are not yet eligible to retire, neither would be entitled to this Restoration Plan credit in the event of a termination on December 25, 2016, 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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