SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
The New York Times Company
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
4. Proposed maximum aggregate value transaction:
--------------------------------------------------------------------
5. Total fee paid:
--------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
--------------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
3. Filing Party:
--------------------------------------------------------------------
4. Date Filed:
--------------------------------------------------------------------
The New York Times
Company
Notice of 2001
Annual Meeting and
Proxy Statement
[GRAPHIC OMITTED]
[LOGO OF The New York Times Company]
229 West 43rd Street
New York, NY 10036
tel 212-556-1234
Invitation to 2001 Annual Meeting of Stockholders
DATE: Tuesday, April 17, 2001
TIME: 10:00 a.m.
PLACE: New Amsterdam Theatre
214 West 42nd Street, New York, NY 10036
March 6, 2001
Dear Stockholder:
Please join me at our Annual Meeting on April 17, 2001, where we will report on
how The New York Times Company performed for you, our stockholders, in 2000 and
share with you our plans for the future. You will have an opportunity to ask
questions and express your views to senior management of The New York Times
Company. Members of the Board of Directors will also be present.
The past year was an exciting one for The New York Times Company. In 2000, we
were proud to be ranked No. 1 in the publishing industry on Fortune's list of
the World's Most Admired Companies and No. 1 among all companies in the survey
for the quality of our products and services. Earlier this year, that position
was re-affirmed when Fortune again ranked our company No. 1, this time in its
annual survey of America's most admired companies.
What this reflects is the success of our strategic plans. At The New York Times
we have continued to change the business dynamics from those of a metropolitan
area newspaper to those of a true national newspaper. In the Internet arena, New
York Times Digital has become a model of how a newspaper business can translate
itself in the digital realm. In January 2000 we acquired the Worcester Telegram
& Gazette, which is already benefiting from its many operating synergies with
the nearby Boston Globe. At our Regional Newspaper Group, we sold off seven
small newspapers and all nine telephone directories, so that we could focus our
portfolio on our larger daily newspapers. In our Broadcast Group we continued to
increase our operational efficiency by uniquely applying technology at our
Digital Operating Center.
Reflecting our commitment to employees, we were also proud to be honored as one
of the 100 best companies for working mothers and as one of the 50 best
companies for minorities. Consistent with our commitment to our employees, we
will ask you to vote at this year's Annual Meeting on the adoption of a new
Employee Stock Purchase Plan, details of which are provided in the enclosed
Proxy Statement.
Other items that we will ask you to vote on at the Annual Meeting are the
election of the Board of Directors and ratification of the selection of our
auditors. You will note that Richard Gelb, who has served as a director since
1974, will be retiring from the Board next month and is not standing for
re-election at the Annual Meeting. We thank Mr. Gelb for the quarter-century of
leadership he has shown as a member of our Board of Directors and the many
contributions he has made to the success of The New York Times Company.
Whether or not you are able to attend the Annual Meeting in person, it is
important that your shares be represented. You can vote your shares using the
Internet, a toll-free telephone number, or by completing and returning the
enclosed proxy card by mail. Instructions on each of these voting methods are
outlined in the enclosed Proxy Statement. Please vote as soon as possible.
I hope to see you on April 17th.
Sincerely yours,
/s/ ARTHUR SULZBERGER, JR.
ARTHUR SULZBERGER, JR.
Chairman of the Board
[LOGO OF The New York Times Company]
229 West 43rd Street
New York, NY 10036
tel 212-556-1234
Notice of Annual Meeting of Stockholders
To be held April 17, 2001
To the Holders of Class A Common Stock and Class B Common Stock of The New York
Times Company:
The Annual Meeting of Stockholders of The New York Times Company will be held at
10:00 a.m., local time, on Tuesday, April 17, 2001, at the New Amsterdam
Theatre, 214 West 42nd Street, New York, NY 10036, for the following purposes:
1. To elect a Board of 14 members;
2. To consider and act upon a proposal to adopt a new Employee Stock
Purchase Plan (the "New ESPP"); and
3. To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP, independent auditors, as auditors for the
fiscal year ending December 30, 2001; and
4. To transact such other business as may properly come before the
meeting.
Holders of the Class A and Class B common stock as of the close of business on
February 16, 2001, are entitled to notice of and to attend this meeting as set
forth in the Proxy Statement. Class A stockholders are entitled to vote for the
election of five of the 14 directors. Class A and Class B stockholders, voting
together as a single class, are entitled to vote on the proposal to adopt the
New ESPP and the proposal to ratify the selection of Deloitte & Touche LLP as
auditors for the 2001 fiscal year. Class B stockholders are entitled to vote for
the election of nine of the 14 directors and on all other matters presented to
the meeting.
New York, NY
March 6, 2001
By Order of the Board of Directors
/s/ SOLOMON B. WATSON IV
SOLOMON B. WATSON IV
Senior Vice President, General Counsel and Secretary
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY
AS POSSIBLE BY TELEPHONE, ON THE INTERNET OR BY COMPLETING AND RETURNING THE
ENCLOSED PROXY CARD. THIS IS IMPORTANT FOR THE PURPOSE OF INSURING A QUORUM AT
THE MEETING.
- --------------------------------------------------------------------------------
[LOGO]
TABLE OF CONTENTS
Page
----
Voting On Matters Before The Annual Meeting ............................... 1
Voting Methods ............................................................ 2
Where To Find More Information On The New York Times Company .............. 3
General Information ....................................................... 4
The 1997 Trust ........................................................ 4
Principal Holders of Common Stock ..................................... 5
Security Ownership of Management and Directors ........................ 7
Section 16(a) Beneficial Ownership Reporting Compliance ............... 8
Proposal Number 1--Election of Directors .................................. 9
Profiles of Nominees for The Board of Directors ....................... 9
Class A Directors ................................................. 9
Class B Directors ................................................. 11
Interest of Directors in Certain Transactions of the Company .......... 13
Board of Directors .................................................... 14
Board Meetings and Attendance ......................................... 14
Board Committees ...................................................... 15
Directors' Compensation ............................................... 16
Directors' and Officers' Liability Insurance .......................... 16
Compensation of Executive Officers .................................... 17
Compensation Committee Report ......................................... 21
Audit Committee Report ................................................ 23
Proposal Number 2--Adoption of a New Employee Stock Purchase Plan ......... 24
Purpose of Proposal ................................................... 24
New Plan Summary ...................................................... 24
Amendments ............................................................ 24
New Benefits .......................................................... 25
Federal Income Tax Consequences of Participation in the New Plan ...... 25
Recommendation and Vote Required ...................................... 25
Proposal Number 3--Selection of Auditors .................................. 26
Audit Fees ............................................................ 26
Financial Information Systems Design and Implementation Fees .......... 26
All Other Fees ........................................................ 26
Recommendation and Vote Required ...................................... 26
Other Matters ............................................................. 26
Submission of Stockholder Proposals For 2002 .......................... 26
Appendix I. Employee Stock Purchase Plan ................................. I-1
Appendix II. Audit Committee Charter ...................................... II-1
1
The New York Times Company
Proxy Statement
Annual Meeting of Stockholders to be Held on April 17, 2001
- --------------------------------------------------------------------------------
Voting On Matters Before The Annual Meeting
- --------------------------------------------------------------------------------
Q: What am I voting on?
A: There are three items that stockholders are asked to vote on at the 2001
Annual Meeting:
o Proposal 1: Election of the Board of Directors;
o Proposal 2: Adoption of a new Employee Stock Purchase Plan (the "New
ESPP"); and
o Proposal 3: Ratification of the selection of our auditors, Deloitte
& Touche LLP, as auditors for the fiscal year ending December 30,
2001.
Q: Who is entitled to vote?
A: The New York Times Company has two classes of outstanding voting
securities: Class A common stock (10 cents par value) and Class B common
stock (10 cents par value). Stockholders of record of Class A or Class B
stock as of the close of business on February 16, 2001, may vote at the
2001 Annual Meeting. As of February 16, 2001, there were 161,310,881
shares of Class A stock and 847,158 shares of Class B stock outstanding.
Each share of stock is entitled to one vote.
With respect to the three proposals to be voted on at the Annual Meeting:
o Proposal 1: Class A stockholders may vote for the election of 5 of
the 14 directors. Class B stockholders may vote for the election of
9 of the 14 directors.
o Proposals 2 and 3: Class A and B stockholders, voting together as a
single class, may vote on these proposals.
Class B stockholders are also entitled to vote on all other matters
presented to the meeting.
Q: How do I cast my vote?
A: If you hold stock as a registered stockholder, you can vote in person at
the Annual Meeting or you can vote by mail, telephone or on the Internet.
See "Voting Methods", at page 2, for more details. For your convenience,
telephone and Internet voting is available 24 hours a day.
If your stock is held through a broker or bank, you will receive voting
instructions from your bank or broker describing how to vote your stock.
The availability of telephone or Internet voting will depend upon the bank
or broker's voting processes.
Whichever method you use, each valid proxy received in time will be voted
at the Meeting by the persons named on the proxy card in accordance with
your instructions. To ensure that your proxy is voted, it should be
received by the close of business on April 16, 2001.
If you submit a proxy card without giving instructions, your shares will
be voted as recommended by the Board of Directors.
Q: How does the Board of Directors recommend voting?
A: The Board of Directors recommends voting:
o FOR each nominee to the Board of Directors;
o FOR adoption of the New ESPP; and
o FOR ratification of Deloitte & Touche LLP as auditors.
Q: How will my stock be voted on other business brought up at the Annual
Meeting?
A: By submitting your proxy card, you authorize the persons named on the
proxy card 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. You can change your vote or revoke your proxy at any time before it
is voted at the Annual Meeting by executing a later-voted proxy by
telephone, mail or the Internet or by voting by ballot at the meeting.
Q: Will abstentions or broker non-votes affect the voting results?
A: Abstentions will have the same effect as negative votes on Proposal 3 but
no effect on Proposals 1 and 2.
If a broker, which is the record holder of shares, indicates on a proxy
form that it does not have discretionary authority to vote these shares on
a Proposal, or if shares are voted in other circumstances in which proxy
authority is defective or has been withheld on such Proposal, these
non-voted shares will be counted for quorum purposes but will have the
same effect as a negative vote on Proposal 3 and no effect on Proposals 1
and 2.
Q: What is the date of distribution of this Proxy Statement and the proxies
solicited hereby?
A: We are sending this Proxy Statement and the proxies to our stockholders
beginning on or about March 6, 2001.
Q: What are the costs of this proxy solicitation?
A: The Board of Directors of The New York Times Company is soliciting your
proxy for use at the Annual Meeting, and at any adjournment thereof. The
Company will bear the cost of this proxy solicitation, including the
reimbursement to banks and brokers for reasonable expenses of sending out
proxy materials to the beneficial owners of our common stock. We have
engaged Georgeson & Company Inc. to assist in soliciting proxies from
brokers, banks, institutions and other fiduciaries by mail, telephone, and
fax for a fee of $7,500 plus out-of-pocket expenses. In addition, officers
of The New York Times Company may solicit proxies in person or by mail,
telephone, e-mail or fax.
2
- --------------------------------------------------------------------------------
Voting Methods
- --------------------------------------------------------------------------------
We have been advised by our legal counsel that the procedures that have been put
in place are consistent with the requirements of applicable state law. Please
remember that if your stock is held through a broker or bank, you will receive
voting instructions from your bank or broker describing the available processes
for voting your stock.
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED] Voting in Person at the Annual Meeting
Attend the Annual Meeting to be held at 10:00 a.m. on
Tuesday, April 17, 2001, at the New Amsterdam Theatre, 214
West 42nd Street, New York, NY 10036.
Please note that even if you hold your stock in street
name, you can still vote in person at the Annual Meeting if
you obtain a legal proxy from your broker. Please contact
your broker for information.
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED] Internet Voting (Available 24 hours a day)
Go to the Web site address:
http://www.eproxyvote.com/nyt for Class A stockholders
http://www.eproxyvote.com/nyt1 for Class B stockholders
Enter your Control Number. You will find it on your proxy
card, to the right of your name and address on the lower
right of your card.
Mark your selections.
Click on "Submit your vote."
Review your recorded selections.
Click on "Proceed" to confirm your vote.
If you currently receive the Company's Proxy Statement,
Annual Report and proxy card by mail and would prefer to
receive these documents via the Internet, you may consent
to future Internet receipt of these documents when voting
your shares on the Internet.
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED] Telephone Voting (Available 24 hours a day)
Call 1-877-PRX-VOTE (1-877-779-8683)
Enter your Control Number. You will find it on your proxy
card, to the right of your name and address on the lower
right of your card.
Follow the voice prompts.
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED] Proxy Card Voting by Mail
Mark your selections.
Date and sign your name as it appears on the proxy card.
Mail the completed proxy in the return envelope provided.
Note: If you voted by telephone or the Internet, do not
return your proxy card by mail.
3
- --------------------------------------------------------------------------------
Where To Find More Information On The New York Times Company
- --------------------------------------------------------------------------------
Documents Incorporated by Reference
o The Securities Exchange Commission (the "SEC") allows us to "incorporate
by reference" information into this Proxy Statement. This means we can
disclose important information to you by referring to another document
filed separately with the SEC. The information incorporated by reference
is deemed to be part of this Proxy Statement, except where superseded by
information in this Proxy Statement.
o This Proxy Statement incorporates by reference the Annual Report of the
Company on Form 10-K for the year ended December 31, 2000, that we have
previously filed with the SEC and that includes audited financial
statements. A copy of the Form 10-K is included in the Annual Report that
accompanies this Proxy Statement. We are also incorporating by reference
any additional documents that we may file with the SEC between the date of
this Proxy Statement (March 6, 2001) and the date of our Annual Meeting
(April 17, 2001.)
How to Obtain Documents Incorporated by Reference
o You can obtain any of the incorporated documents (including an additional
copy of our 2000 Annual Report on Form 10-K) by contacting us or the SEC
(see next column for information on contacting the SEC). To obtain
documents from us, please direct requests in writing or by telephone to:
The New York Times Company
229 West 43rd Street
New York, NY 10036
Phone: (212) 556-1234
Attention: Corporate Secretary
o We will send you the documents incorporated by reference without charge,
excluding exhibits, unless we have specifically incorporated the exhibit
by reference in this Proxy Statement.
o If you would like to request documents from us, including any documents we
may subsequently file with the SEC prior to the Annual Meeting, please do
so by April 9, 2001, so that you will receive them before the Annual
Meeting.
Additional Information
There are a number of other sources for additional information on The New York
Times Company:
o The Securities Exchange Commission. We file reports, proxy statements and
other information with the SEC, much of which can be accessed through the
SEC's Internet site (http://www.sec.gov) or can be reviewed and copied at
the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. Please call 1-800-732-0330 for further information on the Public
Reference Room.
o The New York Stock Exchange. As the Class A stock of The New York Times
Company is listed on the New York Stock Exchange, reports and other
information on the Company can be reviewed at the office of the New York
Stock Exchange at 20 Broad Street, New York, NY 10005.
o The New York Times Company Web site. Our Web site at http://www.nytco.com
provides ongoing information about the Company and its performance. Please
note that information contained on our Web site does not constitute part
of this Proxy Statement.
- --------------------------------------------------------------------------------
IMPORTANT NOTE:
You should rely only on the information contained or incorporated by
reference in this Proxy Statement to vote on the Proposals at the Annual
Meeting. We have not authorized anyone to provide you with information
that is different from what is contained in this Proxy Statement. This
Proxy Statement is dated March 6, 2001. You should not assume that the
information contained in this Proxy Statement is accurate as of any date
other than such date, and the mailing of this Proxy Statement to
stockholders shall not create any implication to the contrary.
- --------------------------------------------------------------------------------
4
- --------------------------------------------------------------------------------
General Information
- --------------------------------------------------------------------------------
The 1997 Trust
Since the purchase of The New York Times by Adolph S. Ochs in 1896, control of
The New York Times newspaper and related properties has rested with his family.
Family members have taken an active role in the stewardship and management of
The New York Times Company. The title of Publisher of The New York Times has
been handed down from Adolph Ochs to various family members, including the
current Publisher, Arthur Sulzberger, Jr., who also serves as the current
Chairman of the Board.
In February 1990, on the death of Adolph Ochs's daughter, Iphigene Ochs
Sulzberger ("Mrs. Sulzberger"), control passed to her four children through the
automatic termination of a trust established by her father. That trust held 83.7
percent of the Class B stock of the Company, which is not publicly traded and
the holders of which have the right to elect approximately 70% of the Board of
Directors. Mrs. Sulzberger's four children are: Marian S. Heiskell, Ruth S.
Holmberg, Dr. Judith P. Sulzberger and Arthur Ochs Sulzberger (the "grantors")
(see "Principal Holders of Common Stock").
In 1997, the grantors executed an indenture (the "Trust Indenture") creating a
trust (the "1997 Trust") for the benefit of each of the grantors and his or her
family. The grantors transferred to the 1997 Trust all shares of Class B stock
previously held by the trust established by Adolph Ochs, together with a number
of shares of the Class A stock. The 1997 Trust currently holds 738,810 shares of
Class B stock and 1,400,000 shares of Class A stock. The primary objective of
the 1997 Trust is to maintain the editorial independence and the integrity of
The New York Times and to continue it as an independent newspaper, entirely
fearless, free of ulterior influence and unselfishly devoted to the public
welfare ("the primary objective of the 1997 Trust").
The initial trustees of the 1997 Trust are the four grantors and Lynn G.
Dolnick, daughter of Mrs. Holmberg. Those trustees, acting pursuant to authority
granted in the Trust Indenture, have amended such Indenture to increase the
number of trustees to eight. The new trustees, whose appointment will become
effective upon approval by the Federal Communications Commission, will be
Jacqueline H. Dryfoos, Michael Golden and Arthur Sulzberger, Jr. (the "appointed
trustees").
The 1997 Trust will continue in existence until the expiration of 21 years after
the death of the survivor of all descendants of Mrs. Sulzberger living on
December 14, 2000. The Trust Indenture is subject to the terms and provisions of
a 1986 shareholders agreement (the "Shareholders Agreement") among the grantors,
their children and the Company, which restricts the transfer of Class B stock
held by the 1997 Trust by requiring, prior to any sale or transfer, the offering
of those shares among the other family stockholders (including the 1997 Trust)
and then to the Company at the Class A stock market price then prevailing (or if
the Company is the purchaser, at the option of the selling stockholder, in
exchange for Class A stock on a share-for-share basis). The Shareholders
Agreement provides for the conversion of such shares into Class A stock if the
purchase rights are not exercised by the family stockholders (including the 1997
Trust) or the Company and such shares of Class A stock are to be transferred to
a person or persons other than family stockholders or the Company. There are
certain exceptions for gifts and other transfers within the family of Adolph S.
Ochs provided that the recipients become parties to the Shareholders Agreement.
In addition, the Shareholders Agreement provides that if the Company is a party
to a merger (other than a merger solely to change the Company's jurisdiction of
incorporation), consolidation or plan of liquidation in which the Class B stock
is exchanged for cash, stock, securities or any other property of the Company or
of any other corporation or entity, each signing stockholder will convert his or
her shares of Class B stock into Class A stock prior to the effective date of
such transaction so that a holder of such shares will receive the same cash,
stock or other consideration that a holder of Class A stock would receive in
such a transaction. Except for the foregoing, each signing stockholder has
agreed not to convert any shares of Class B stock received from a trust created
under the will of Adolph S. Ochs into Class A stock. The Shareholders Agreement
will terminate upon the expiration of 21 years after the death of the survivor
of all descendants of Mrs. Sulzberger living on August 5, 1986.
The trustees of the 1997 Trust, subject to the limited exceptions described
below, are directed to retain the Class B stock held in the 1997 Trust and not
to sell, distribute or convert such shares into Class A stock and to vote such
Class B stock against any merger, sale of assets or other transaction pursuant
to which control of The New York Times passes from the trustees, unless they
unanimously determine that the primary objective of the 1997 Trust can be
achieved better by the sale, distribution or conversion of such stock or by the
implementation of such transaction. If upon such determination any Class B stock
is distributed to the beneficiaries of the 1997 Trust, it must be distributed
only to descendants of Mrs. Sulzberger, subject to the provisions of the
Shareholders Agreement (if it is still in effect). Similarly, any sale by the
1997 Trust of Class B stock upon such determination can be made only in
compliance with the Shareholders Agreement.
5
The trustees of the 1997 Trust are granted various powers and rights, including
among others: (i) to vote all of the shares of Class A and Class B stock held by
the 1997 Trust; and (ii) to amend certain provisions of the Trust Indenture, but
not the provisions relating to retaining the Class B stock or the manner in
which such shares may be distributed, sold or converted. After the amendment to
the Trust Indenture becomes effective, the trustees will act by the affirmative
vote of six of the eight trustees. Furthermore, none of the grantors may be
removed as trustee of the 1997 Trust unless all of the remaining trustees
determine that such individual is physically or mentally incapable of performing
adequately as a trustee. A trustee who is not one of the grantors may be removed
by the agreement of six of the remaining seven trustees. When a vacancy in the
position of trustee occurs by reason of the death, resignation or incapacity of
one of the grantors or Dr. Dolnick, or of a successor of one of such
individuals, a new trustee shall be elected by the beneficiaries of the 1997
Trust; provided, however, if the grantor trustee being replaced is a member of
the Company's Board of Directors (i.e., Arthur Ochs Sulzberger), the new trustee
shall be appointed by the remaining trustees. When a vacancy in the position of
trustee occurs by reason of the death, resignation or incapacity of one of the
appointed trustees, or of a successor of one of such individuals, a new trustee
shall be appointed by the remaining trustees.
Upon the termination of the 1997 Trust at the end of the stated term thereof,
the shares of Class A and Class B stock held by such trust will be distributed
to the descendants of Mrs. Sulzberger then living.
- --------------------------------------------------------------------------------
Principal Holders of Common Stock
- --------------------------------------------------------------------------------
The following table sets forth the only persons who, to the knowledge of
management, owned beneficially on February 16, 2001, more than 5% of the
outstanding shares of either Class A or Class B stock:
Shares (%)
--------------------------------------------
Name and Address Class A Class B
- ------------------------------------------------------------------------------------------
1997 Trust(1),(2) ...................... 2,138,810 (1.3%) 738,810 (87.2%)
229 West 43rd Street
New York, NY 10036
Lynn G. Dolnick(1),(2),(3) ............. 2,180,194 (1.3%) 739,928 (87.3%)
229 West 43rd Street
New York, NY 10036
Marian S. Heiskell(1),(2),(4),(5) ...... 11,790,042 (7.3%) 741,780 (87.6%)
229 West 43rd Street
New York, NY 10036
Ruth S. Holmberg(1),(2),(4),(6) ........ 13,098,683 (8.1%) 741,180 (87.5%)
100 East 10th Street
Chattanooga, TN 37402
Judith P. Sulzberger(1),(2),(4),(7) .... 13,212,788 (8.2%) 741,180 (87.5%)
229 West 43rd Street
New York, NY 10036
Arthur Ochs Sulzberger(1),(2),(4),(8) .. 13,519,416 (8.3%) 742,380 (87.6%)
229 West 43rd Street
New York, NY 10036
W.P. Stewart & Co., Ltd.(9) ............ 9,987,244 (6.2%) 0
Trinity Hall
43 Cedar Avenue
Hamilton HM 12 Bermuda
- ----------
(1) Each of Dr. Dolnick, Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr.
Sulzberger, as trustees of the 1997 Trust (see "The 1997 Trust"), share
voting and investment power with respect to the shares owned by the 1997
Trust. Thus, under SEC regulations, each may be deemed a beneficial owner
of the shares held by the 1997 Trust. Such shares are therefore included
in the amounts listed in this table for each of them. As a result of this
presentation, there are substantial duplications in the number of shares
and percentages shown in the table. By virtue of their being co-trustees
of the 1997 Trust, Dr. Dolnick, Mrs. Heiskell, Mrs. Holmberg, Dr.
Sulzberger and Mr. Sulzberger could be deemed to comprise a "group" within
the meaning of SEC regulations. Such group is the beneficial owner in the
aggregate of 28,475,175 shares
(Footnotes continue on following page)
6
(Footnotes continued from preceding page)
of Class A stock, representing approximately 17.5% of the outstanding
shares of Class A stock, which shares include 751,208 shares issuable upon
the conversion of 751,208 shares of Class B stock and 792,956 shares of
Class A stock which could be acquired within 60 days upon the exercise of
options granted under the Company's stock option plans.
(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 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 Dr.
Dolnick, Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr. Sulzberger
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 notes
1 and 2, the holdings reported for Dr. Dolnick include (a) 11,876 shares
of Class A stock and 1,118 shares of Class B stock held jointly with her
husband and (b) 28,390 shares of Class A stock held by two trusts of which
Dr. Dolnick is the sole trustee. These trusts were created by Dr.
Dolnick's brother, Michael Golden, for the benefit of his daughters. Dr.
Dolnick disclaims beneficial ownership of these shares.
(4) The holdings of Class A stock reported for Mrs. Heiskell, Mrs. Holmberg,
Dr. Sulzberger and Mr. Sulzberger include a total of 5,260,300 shares of
Class A stock held in approximately equal amounts by four limited
partnerships. Each individual has established one such limited partnership
for estate planning purposes. The limited partnerships are managed, and
thus, under SEC rules, beneficial ownership of these shares is held, by a
limited liability company. Because control of this company is shared
equally by its members, Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and
Mr. Sulzberger, the shares held by all four limited partnerships are
included in the table as owned by each of them. The holdings of Class A
stock reported for Mrs. Heiskell, Mrs. Holmberg, Mr. Sulzberger and Dr.
Sulzberger also include 329,936 shares of Class A stock held by The
Sulzberger Foundation, Inc., a private foundation of which they are
officers and directors. As a result of this presentation, there are
substantial duplications in the number of shares and percentages shown in
the table for these individuals.
(5) In addition to the amounts of Class A and Class B stock described in notes
1, 2 and 4, the holdings reported for Mrs. Heiskell include 4,050,026
shares of Class A stock and 2,970 shares of Class B stock held directly,
and 8,000 shares of Class A stock which could be acquired within 60 days
pursuant to options granted under the Company's Non-Employee Directors'
Stock Option Plan (the "Directors' Plan").
(6) In addition to the amounts of Class A and Class B stock described in notes
1, 2 and 4, the holdings reported for Mrs. Holmberg include 5,345,187
shares of Class A stock and 2,370 shares of Class B stock held directly,
12,000 shares of Class A stock which could be acquired within 60 days
pursuant to options granted under the Directors' Plan, and 10,080 shares
of Class A stock held by three trusts created by Mr. Holmberg for his
children. Mrs. Holmberg is a trustee of these trusts.
(7) In addition to the amounts of Class A and Class B stock described in notes
1, 2 and 4, the holdings reported by Dr. Sulzberger include 5,461,372
shares of Class A stock and 2,370 shares of Class B stock held directly,
and 20,000 shares of Class A stock which could be acquired within 60 days
pursuant to options granted under the Directors' Plan.
(8) In addition to the amounts of Class A and Class B stock described in notes
1, 2 and 4, the holdings reported for Mr. Sulzberger include 5,033,844
shares of Class A stock and 3,570 shares of Class B stock held directly,
and 752,956 shares of Class A stock which could be acquired within 60 days
pursuant to options granted under the Company's 1991 Executive Stock
Incentive Plan (the "NYT Stock Plan") and the Directors' Plan. The
holdings of Class A stock reported for Mr. Sulzberger exclude 3,594 shares
of Class A stock owned by his wife as her separate property.
(9) According to information contained in its filing with the SEC pursuant to
Section 13(g) of the Securities Exchange Act of 1934, as amended, as of
December 31, 2000, W.P. Stewart & Co., Ltd. beneficially owned 9,987,244
shares of Class A stock through unrelated clients, none of whom has an
interest that relates to 5% or more of such stock. According to such
filing, W.P. Stewart & Co., Ltd. has sole voting power and sole
dispositive power over all such shares, although it does not have an
economic interest in the shares held by its clients. The filing also
states that, to the best knowledge of W.P. Stewart & Co., Ltd., such
shares were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the Company.
7
- --------------------------------------------------------------------------------
Security Ownership of Management and Directors
- --------------------------------------------------------------------------------
The following table shows the beneficial ownership, reported to the Company as
of February 16, 2001 of Class A and Class B stock, including shares as to which
a right to acquire ownership exists (by the exercise of stock options or the
conversion of Class B stock into Class A stock) within the meaning of Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, of each
director, each nominee for election as director, the chief executive officer and
the four other most highly compensated executive officers of the Company during
2000 and all directors, nominees and executive officers of the Company, as a
group. A portion of the shares reported below are held by the 1997 Trust, whose
trustees share voting and, in some cases, investment power with respect thereto.
See "The 1997 Trust."
Shares (%)
----------------------------------------------
Class A Class B
----------------------------------------------
John F. Akers(1) ........................................... 35,542 0
Director
Brenda C. Barnes(1) ........................................ 17,450 0
Director
Raul E. Cesan(1) ........................................... 33,000 0
Director
Jacqueline H. Dryfoos (1),(2),(3) .......................... 561,125 600
Director
Richard L. Gelb(1) ......................................... 43,342 0
Director
Michael Golden (2),(4),(5) ................................. 234,636 1,120
Vice Chairman, Senior Vice President and Director
Robert A. Lawrence(1) ...................................... 57,996 0
Director
Russell T. Lewis(5) ........................................ 248,571 0
President, Chief Executive Officer and Director
David E. Liddle(1) ......................................... 6,600 0
Director
Ellen R. Marram(1) ......................................... 16,000 0
Director
John M. O'Brien(5) ......................................... 116,187 0
Senior Vice President and Chief Financial Officer
Charles H. Price II(1) ..................................... 27,324 0
Director
Janet L. Robinson(5) ....................................... 190,648 0
Senior Vice President, Newspaper Operations, and
President and General Manager of The New York Times
Henry B. Schacht(1) ........................................ 18,000 0
Director
Donald M. Stewart(1) ....................................... 23,710 0
Director
Arthur Ochs Sulzberger(2),(6) .............................. 13,519,416 (8.3%) 742,380 (87.6%)
Chairman Emeritus and Director
Arthur Sulzberger, Jr.(2),(5),(7) .......................... 413,398 960
Chairman of the Board and Publisher of The New York Times
All Directors and Executive Officers(2)
(26 individuals) ........................................... 15,924,296 (9.7%) 745,060 (87.9%)
Note: Each individual Director and Executive Officer has beneficial ownership of
less than 1%, other than in those instances noted.
(Footnotes appear on following page)
8
(Footnotes for preceding page)
(1) The amounts reported include shares of Class A stock which could be
acquired within 60 days pursuant to the exercise of stock options under
the Directors' Plan, as follows: Mr. Akers: 26,000 shares; Ms. Barnes:
12,000 shares; Mr. Cesan: 8,000 shares; Ms. Dryfoos: 4,000 shares; Mr.
Gelb: 24,000 shares; Mr. Lawrence: 22,000 shares; Dr. Liddle: 4,000
shares; Ms. Marram: 12,000 shares; Ambassador Price: 24,000 shares; Mr.
Schacht: 8,000 shares; Dr. Stewart: 16,000 shares.
(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, nominee 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, nominees 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) The amount reported for Ms. Dryfoos includes 502,025 shares of Class A
stock held directly; 54,500 shares held by a trust of which Ms. Dryfoos is
a trustee; and 600 shares which could be acquired upon conversion of Ms.
Dryfoos's 600 shares of Class B stock.
(4) The amount reported for Mr. Golden includes 35,115 shares of Class A stock
held directly; 198,401 shares which can be acquired within 60 days
pursuant to option exercise (see Footnote #5) and 1,120 shares which could
be acquired upon conversion of Mr. Golden's 1,120 shares of Class B stock.
The holdings of Class A stock reported for Mr. Golden exclude 700 shares
owned by Mr. Golden's wife as her separate property.
(5) The amounts reported include shares of Class A stock which could be
acquired within 60 days pursuant to the exercise of stock options under
the NYT Stock Plan, as follows: Mr. Golden: 198,401 shares (of which
65,562 options have been transferred to a family limited partnership); Mr.
Lewis: 225,934 shares (of which 29,673 options have been transferred to
his two children); Mr. O'Brien: 114,562 shares; Ms. Robinson: 177,518
shares; Mr. Sulzberger, Jr.: 366,460 shares (of which 110,196 options have
been transferred to a family limited partnership). Also, the amounts
reported include 20,000 restricted shares of Class A stock granted under
the NYT Stock Plan owned by Mr. Lewis and 8,000 restricted shares of Class
A stock granted under the NYT Stock Plan owned by Ms. Robinson.
(6) See "Principal Holders of Common Stock" and "The 1997 Trust" for a
discussion of this director's holdings.
(7) The amount reported for Mr. Sulzberger, Jr. includes 27,298 shares of
Class A stock held directly; 18,680 shares held by trusts of which Mr.
Sulzberger, Jr. is a trustee, which were created by Mr. Sulzberger, Jr.'s
cousin for the benefit of the latter's children and of which Mr.
Sulzberger, Jr. disclaims beneficial ownership; 366,460 shares which can
be acquired within 60 days pursuant to option exercise (see Footnote #5);
and 960 shares which could be acquired upon conversion of Mr. Sulzberger,
Jr.'s 960 shares of Class B stock. The holdings of Class A stock reported
for Mr. Sulzberger, Jr. exclude 21,870 shares held by trusts of which Mr.
Sulzberger, Jr.'s wife is a co-trustee and the beneficiaries of which are
their children.
- --------------------------------------------------------------------------------
Section 16(a) Beneficial Ownership Reporting Compliance
- --------------------------------------------------------------------------------
The Company's directors and executive officers and the beneficial holders of
more than 10% of the Class A stock are required to file reports with the SEC of
changes in their ownership of Company stock. Based on its review of such
reports, the Company believes that all such filing requirements were met during
2000.
9
- --------------------------------------------------------------------------------
Proposal Number 1--
Election of Directors
- --------------------------------------------------------------------------------
Fourteen Directors will be elected to the Board of The New York Times Company at
the 2001 Annual Meeting. Nominees proposed for election as directors are listed
below. Directors will hold office until the next Annual Meeting and until their
successors are elected and qualified. Each of the nominees is now a member of
the Board of Directors and was elected at the 2000 Annual Meeting for which
proxies were solicited.
The Certificate of Incorporation of the Company provides that Class A
stockholders have the right to elect 30% of the Board of Directors (or the
nearest larger whole number). Accordingly, Class A stockholders will elect five
of the 14 directors; Class B stockholders will elect nine. Directors are elected
by a plurality of the votes cast.
Class A Nominees (5) Class B Nominees (9)
- --------------------------------------------------------------------------------
Raul E. Cesan John F. Akers
Robert A. Lawrence Brenda C. Barnes
Charles H. Price II Jacqueline H. Dryfoos
Henry B. Schacht Michael Golden
Donald M. Stewart Russell T. Lewis
David E. Liddle
Ellen R. Marram
Arthur Ochs Sulzberger
Arthur Sulzberger, Jr.
If any of the nominees become unavailable for election, all uninstructed proxies
will be voted for such other person or persons designated by the Board. The
Board has no reason to anticipate that this will occur.
Notes on Class B Nominees:
o Arthur Sulzberger, Jr. is the son of Arthur Ochs Sulzberger.
o Michael Golden, Arthur Sulzberger, Jr. and Jacqueline H. Dryfoos are
cousins.
o In accordance with our policy on director retirement, Richard L. Gelb is
not standing for re-election to the Board at the 2001 Annual Meeting.
- --------------------------------------------------------------------------------
Profiles of Nominees for The Board of Directors
- --------------------------------------------------------------------------------
The following information was provided by the nominees:
Class A Directors
[PHOTO] RAUL E. CESAN
Age: 53
Director Since: 1999
Principal Occupation: President and Chief Operating Officer
of Schering-Plough Corporation (from
1998)
Recent Business Experience: Executive Vice President of
Schering-Plough Corporation and
President of Schering-Plough
Pharmaceuticals (from 1994 to 1998),
President of Schering Laboratories
(from 1992 to 1994), President of
Schering-Plough International (from
1988 to 1992)
Other Directorships: Schering-Plough Corporation
Committee Memberships: Audit and Finance
10
- --------------------------------------------------------------------------------
[PHOTO] ROBERT A. LAWRENCE
Age: 74
Director Since: 1993
Principal Occupation: Director of various corporations and
not-for-profit entities
Recent Business Experience: Partner, Saltonstall & Co. (family
trust and investment office) (from
1984 to 1996)
Other Directorships: Fifty Associates (a real estate
investment trust) and State Street
Research Institutional Funds, an
investment company managing four
mutual funds
Committee Memberships: Nominating (Chairman), Compensation
and Employee Retirement Income
Security Act ("ERISA")
- --------------------------------------------------------------------------------
[PHOTO] CHARLES H. PRICE II
Age: 69
Director Since: 1989
Principal Occupation: Director of various corporations and
not-for-profit entities
Recent Business Experience: Chairman, Mercantile Bank of Kansas
City, (from 1992 to 1996) and
Director, Mercantile Bancorp (bank
holding company) (from 1992 to 1996).
United States Ambassador to the United
Kingdom of Great Britain and Northern
Ireland (from 1983 to 1989).
Other Directorships: Texaco Inc. and U.S. Industries, Inc.
Committee Memberships: Audit and ERISA
- --------------------------------------------------------------------------------
[PHOTO] HENRY B. SCHACHT
Age: 66
Director Since: 1999
Principal Occupation: Chairman (from 1996 to 1998 and from
October 2000), Chief Executive Officer
(from 1996 to 1997 and from October
2000), and Senior Advisor (from 1998
to 1999), Lucent Technologies Inc.
Recent Business Experience: Managing Director and Senior Advisor,
E.M. Warburg, Pincus & Co., L.L.C.,
from 1999 (currently on unpaid leave).
Chairman, Avaya Inc. (September 2000
to October 2000). Chairman (from 1977
to 1995) and Chief Executive Officer
(from 1973 to 1994), Cummins Engine
Company, Inc.
Other Directorships: Avaya Inc., Aluminum Company of
America (Alcoa), Johnson & Johnson,
Knoll, Inc. and Lucent Technologies
Inc.
Committee Memberships: Finance and ERISA
11
- --------------------------------------------------------------------------------
[PHOTO] DONALD M. STEWART
Age: 62
Director Since: 1986
Principal Occupation: President and Chief Executive Officer,
The Chicago Community Trust (from
2000)
Recent Business Experience: Senior Program Officer and Special
Advisor to the President, Carnegie
Corporation of New York (from 1999 to
2000). President of The College Board
(association of high schools and
colleges, sponsor of Scholastic
Assessment Tests and other academic
activities) (from 1987 to 1999).
Other Directorships: Principal Financial Group (Bankers
Life of Iowa Insurance Company) and
Campbell Soup Company
Committee Memberships: ERISA (Chairman), Foundation and
Nominating
- --------------------------------------------------------------------------------
Class B Directors
[PHOTO] JOHN F. AKERS
Age: 66
Director Since: 1985
Principal Occupation: Director of various corporations
Recent Business Experience: Chairman (from 1986 to 1993), Director
(from 1983 to 1993), Chief Executive
Officer (from 1985 to 1993), and
President (from 1983 to 1989),
International Business Machines
Corporation
Other Directorships: PepsiCo, Inc., Springs Industries,
Inc., Lehman Brothers Holdings, Inc.,
Hallmark Cards, Inc., and W.R. Grace &
Co.
Committee Memberships: Finance (Chairman), Compensation and
Nominating
- --------------------------------------------------------------------------------
[PHOTO] BRENDA C. BARNES
Age: 47
Director Since: 1998
Principal Occupation: Director of various corporations
Recent Business Experience: Interim President and Chief Operating
Officer, Starwood Hotels & Resorts
(from November 1999 to March 2000).
President and Chief Executive Officer
(from 1996 to 1997) and Chief
Operating Officer (from 1993 to 1996),
Pepsi-Cola North America; President
(1992), Pepsi-Cola South
Other Directorships: Sears, Roebuck and Co., Avon Products,
Inc., TyCom Ltd., LucasArts
Entertainment Company L.L.C. and
LucasDigital Ltd.
Committee Memberships: Finance and Compensation
12
- --------------------------------------------------------------------------------
[PHOTO] JACQUELINE H. DRYFOOS
Age: 57
Director Since: 2000
Principal Occupation: Psychotherapist
Recent Business Experience: Private Practice (from 1981) Institute
of Contemporary Psychotherapy (from
1986)
Committee Memberships: Foundation (Chairman) and Finance
- --------------------------------------------------------------------------------
[PHOTO] MICHAEL GOLDEN
Age: 51
Director Since: 1997
Principal Occupation: Vice Chairman and Senior Vice
President of the Company (from 1997)
Recent Business Experience: Vice President, Operations
Development, of the Company (from 1996
to 1997); Executive Vice President,
NYT Sports/Leisure Magazines, and Vice
President and Publisher, Tennis
magazine (from 1995 to 1996) and
Executive Vice President and General
Manager (from 1994 to 1995) and Senior
Vice President and General Manager
(from 1993 to 1994), NYT Women's
Magazines
Committee Memberships: Foundation
- --------------------------------------------------------------------------------
[PHOTO] RUSSELL T. LEWIS
Age: 53
Director Since: 1997
Principal Occupation: President (from 1996) and Chief
Executive Officer (from 1997) of the
Company
Recent Business Experience: Chief Operating Officer of the Company
(from 1996 to 1997), President and
General Manager (from 1993 to 1996),
Deputy General Manager (from 1991 to
1993), Senior Vice President,
Production (from 1988 to 1991) and
Senior Vice President, Circulation
(from 1984 to 1988), The New York
Times
- --------------------------------------------------------------------------------
[PHOTO] DAVID E. LIDDLE
Age: 56
Director Since: 2000
Principal Occupation: Partner, U.S. Venture Partners (from
2000)
Recent Business Experience: Chairman (1999), President (from 1992
to 1999) and Co-Founder of Interval
Research Corporation. Vice President,
Personal Systems, International
Business Machines Corporation (1991).
President and Chief Executive Officer,
Metaphor Computer Systems (from 1982
to 1991).
Committee Memberships: Audit and Compensation
13
- --------------------------------------------------------------------------------
[PHOTO] ELLEN R. MARRAM
Age: 54
Director Since: 1998
Principal Occupation: Managing Director, North Castle
Partners, LLC (from 2000)
Recent Business Experience: President and Chief Executive Officer
of efdex, Inc. (the Electronic Food &
Drink Exchange) (from 1999 to 2000).
President (from 1993 to 1998) and
Chief Executive Officer (from 1997 to
1998), Tropicana Beverage Group, and
Executive Vice President, The Seagram
Company Ltd. and Joseph E. Seagram &
Sons Inc. (from 1993 to 1998). Senior
Vice President, Nabisco Foods Group,
and President and Chief Executive
Officer, Nabisco Biscuit Company (from
1988 to 1993).
Other Directorships: Ford Motor Company
Committee Memberships: Audit (Chairman), Foundation and
Nominating
- --------------------------------------------------------------------------------
[PHOTO] ARTHUR OCHS SULZBERGER
Age: 75
Director Since: 1959
Principal Occupation: Chairman Emeritus (from 1997)
Recent Business Experience: Chairman and Chief Executive Officer
of the Company (from 1973 to 1997) and
Publisher, The New York Times (from
1963 to 1992)
Committee Memberships: Nominating
- --------------------------------------------------------------------------------
[PHOTO] ARTHUR SULZBERGER, JR.
Age: 49
Director Since: 1997
Principal Occupation: Chairman of the Company (from 1997)
and Publisher, The New York Times
(from 1992)
Recent Business Experience: Deputy Publisher (from 1988 to 1992)
and Assistant Publisher (from 1987 to
1988), The New York Times
Committee Memberships: Nominating and Foundation
- --------------------------------------------------------------------------------
Interest of Directors in Certain Transactions of the Company
- --------------------------------------------------------------------------------
1. In the ordinary course of business, the Company and its subsidiaries from
time to time engage in transactions with other corporations or financial
institutions whose officers or directors are also directors of the Company. Such
transactions are conducted on an arm's length basis and may not come to the
attention of our directors or officers of the other corporations or financial
institutions involved.
2. During 2000, Arthur Sulzberger, Jr., Arthur Ochs Sulzberger's son, was
employed as Chairman of the Company and Publisher of The New York Times; Michael
Golden, Ruth S. Holmberg's son, was employed as Vice Chairman and Senior Vice
President of the Company; Stephen Golden, Mrs. Holmberg's son, formerly Vice
President, Forest Products, Health, Safety and Environmental Affairs, of the
Company and President of our Forest Product Group, remained on a leave of
absence; Daniel Cohen, Judith P. Sulzberger's son, formerly Senior Vice
President, Advertising, in the Advertising Department of The New York Times, was
retained as a television programming consultant to the Company; and Susan W.
Dryfoos, Marian S. Heiskell's
14
daughter, was employed as Director, Times History Productions (until November
30, 2000, at which time she commenced a leave of absence). For 2000, the Company
paid Mr. Stephen Golden an aggregate of $485,052, Mr. Cohen an aggregate of
$221,833 (and reimbursed related expenses) and Ms. Dryfoos an aggregate of
$195,219. See "Compensation of Executive Officers" for a description of Mr.
Sulzberger, Jr.'s and Mr. Michael Golden's compensation.
- --------------------------------------------------------------------------------
Board of Directors
- --------------------------------------------------------------------------------
The Board of Directors is responsible for overseeing the direction, affairs and
management of The New York Times Company. The Board recognizes its fiduciary
duty to both Class A and Class B stockholders.
The following highlights some of the Corporate Governance initiatives taken by
the Board:
Director Election: All directors stand for election annually. Voting is not
cumulative.
Directors as Stockholders: Each of our directors beneficially owns at least
$100,000 worth of our Class A stock.
Director Orientation: The New York Times Company provides a comprehensive
orientation for all new directors. It includes a corporate overview, one-on-one
meetings with senior management and top New York Times editors, a plant visit,
and attendance at a New York Times "Page One" meeting. In addition, all
directors are provided with written materials on each of the different business
units of The New York Times Company.
Nominating Committee: The Nominating Committee was created in 1997 to make
recommendations on Board and Committee size and composition and to recommend
nominees for election to the Board.
No Interlocking Directorships: The Chairman of the Board, as Publisher of The
New York Times newspaper, does not sit on any other company boards. Although
other members of senior management without editorial responsibilities are not so
precluded, none sit on the boards of directors of any company at which one of
our directors is the chief executive officer or chief operating officer.
Succession Planning: Recognizing the critical importance of executive leadership
to the success of the Company, the full Board works with senior management to
ensure that effective plans are in place for both short-term and long-term
executive succession at The New York Times Company.
Audit Committee Charter: The Audit Committee developed its current Charter in
view of the new rules recently adopted by the SEC. A copy of the revised Audit
Committee Charter is set out in Appendix II to this Proxy Statement. The Charter
includes specific provisions that: (i) the Committee will meet at least annually
with the senior internal audit executive and the independent auditors in
separate executive sessions; and (ii) the Committee will receive periodic
reports from the independent auditors and management regarding the auditors'
independence and, if appropriate, will recommend that the Board take appropriate
action to ensure the independence of the auditors.
- --------------------------------------------------------------------------------
Board Meetings and Attendance
- --------------------------------------------------------------------------------
Board Meetings in 2000: Seven
Board Committees: Six Standing Committees: Audit, Compensation, ERISA, Finance,
Foundation and Nominating. See "Board Committees" for Committee descriptions and
membership.
Total Committee Meetings in 2000: 17
Attendance: All directors attended 75% or more of the total Board and Committee
meetings.
- --------------------------------------------------------------------------------
Stockholders wishing to recommend director candidates for consideration by the
Nominating Committee may do so by writing to the Corporate Secretary, giving the
recommended nominee's name, biographical data and qualifications, accompanied by
the written consent of the recommended nominee.
- --------------------------------------------------------------------------------
15
Board Committees
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Committee and Members Functions of the Committee Meetings
in 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Audit o Selects the Company's independent auditors, subject to ratification by the 3
stockholders, and receives periodic reports from the auditors and
Ellen R. Marram, Chairman management regarding the auditors' independence. Recommends appropriate
Raul E. Cesan action to ensure the auditors' independence.
David E. Liddle
Charles H. Price II o Reviews with management and the independent auditors the Company's annual
audited financial statements, the adequacy of internal controls and major
issues regarding accounting principles and practices, including any
changes resulting from amendments to SEC or Financial Accounting Standards
Board ("FASB") rules.
o Meets at least annually with the Company's senior internal audit executive
and the independent auditors in separate executive sessions.
o Reviews and approves the scope of the audit at the outset and reviews the
fees and performance of the independent auditors upon completion.
o Ensures that each Committee member meets the independence and experience
requirements of the New York Stock Exchange.
- ------------------------------------------------------------------------------------------------------------------------------------
Compensation o Approves remuneration arrangements for all of the Company's executive 3
officers and senior management, including base salaries, salary increases,
Richard L. Gelb, Chairman incentive compensation plans and awards. Reviews the reasonableness and
John F. Akers appropriateness of all such compensation.
Brenda C. Barnes
Robert A. Lawrence o Adopts and oversees the administration of incentive compensation and
David E. Liddle executive stock plans and determines awards granted to executives officers
and senior management under such plans.
o Reports to the Board on the basis for the compensation payable to the
Chairman, the CEO and the three other most highly compensated executive
officers of the Company.
o Advises the Board on the reasonableness and appropriateness of executive
compensation plans and levels, generally, including whether these
effectively serve the interests of the Company and its stockholders by
creating appropriate incentives for high levels of individual and Company
performance.
- ------------------------------------------------------------------------------------------------------------------------------------
ERISA o Establishes (and adjusts from time to time) investment policies for the 2
(Employee Retirement Income Company's retirement and savings plans.
Security Act)
o Appoints the ERISA Management Committee, which oversees administration of
Donald M. Stewart, Chairman the plans and reports to the ERISA Board Committee twice a year.
Robert A. Lawrence
Charles H. Price II o Appoints and reviews the performance of the trustees and investment
Henry B. Schacht managers of the Company's pension plans and related trusts.
- ------------------------------------------------------------------------------------------------------------------------------------
Finance o Reviews the Company's financial policies, including, without limitation, 6
dividend policy, stock repurchase, short- and long-term financing,
John F. Akers, Chairman material acquisitions and dispositions and capital expenditures.
Brenda C. Barnes
Raul E. Cesan
Jacqueline H. Dryfoos
Richard L. Gelb
Henry B. Schacht
- ------------------------------------------------------------------------------------------------------------------------------------
Foundation o Reviews and provides input on the policies and direction of The New York 0
Times Company Foundation.
Jacqueline H. Dryfoos, Chairman
Michael Golden o The Foundation Committee of the Board is a new Committee established in
Ellen R. Marram 2000.
Donald M. Stewart
Arthur Sulzberger, Jr.
- ------------------------------------------------------------------------------------------------------------------------------------
Nominating o Makes recommendations to the Board regarding the composition of the Board 3
and its Committees, including size and qualifications for membership.
Robert A. Lawrence, Chairman
John F. Akers o Recommends candidates for election to the Board at the Annual Meeting.
Richard L. Gelb
Ellen R. Marram o Advises the Board on appropriate compensation for outside directors.
Donald M. Stewart
Arthur Ochs Sulzberger
Arthur Sulzberger, Jr.
- ------------------------------------------------------------------------------------------------------------------------------------
16
- --------------------------------------------------------------------------------
Directors' Compensation
- --------------------------------------------------------------------------------
Directors' compensation is paid only to non-employee Directors.
Annual Retainer: $25,000 (paid quarterly)
Meeting Fees: $1,000 per Board or Committee meeting attended
Expenses: Reasonable expenses are reimbursed for attendance at Board and
Committee meetings.
Aggregate Directors Compensation: For 2000, the Company paid an aggregate of
approximately $474,840 in the form of retainers, meeting fees and expenses of
attendance (including amounts deferred at the Directors' request).
Stock Options: Options on 4,000 shares of our Class A stock are granted annually
at market value. Options vest on the date of the next succeeding Annual Meeting
and have a term of 10 years from date of grant.
Matching Gifts Program: The Company matches 150% of charitable contributions
made by Directors to colleges, schools, cultural, journalism or environmental
organizations, up to a maximum Company contribution of $4,500 per person per
year.
Life Insurance: The Company maintains insurance of $100,000 on the life of each
non-employee Director. The income required by the Internal Revenue Service to be
imputed in 2000 to non-employee Directors relative to this insurance was $3,908
in aggregate. Life insurance of $25,000 is maintained on the life of each
non-employee Director who retired after 1991.
- --------------------------------------------------------------------------------
Directors' and Officers' Liability Insurance
- --------------------------------------------------------------------------------
Combined insurance, including directors and officer's liability insurance, was
purchased effective December 21, 1998, for a period of three years. The
aggregate limit for the combined insurance is $200 million for the three-year
term. The total cost to the Company is $2,990,000. If the $200 million limit is
exhausted in covering claims not involving directors and officers' liability,
there is a separate $50 million side limit available for directors and officers'
liability. The insurance carriers are Continental Casualty Company, Great Lakes
(UK) PLC, Gulf Insurance Company, Twin Cities Fire Insurance Company, Federal
Insurance Company, Liberty Mutual Insurance Company, St. Paul Fire & Marine
Insurance Company and Starr Excess Liability Insurance Company Ltd.
17
- --------------------------------------------------------------------------------
Compensation of Executive Officers
- --------------------------------------------------------------------------------
The following tables and discussion summarize the compensation for the fiscal
year ended December 31, 2000, of our chief executive officer and each of our
four other most highly compensated executive officers.
Summary Compensation Table
Long-Term Compensation
---------------------------------
Annual Compensation Awards Payouts
---------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted
Annual Stock Stock LTIP All Other
Salary Bonus Compensation Awards Options Payouts Compensation
Name and Principal Position Year ($)(1) ($) ($)(2) ($)(3) (#) ($) ($)(4)
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr............ 2000 870,000 1,305,000 5,064 0 150,000 600,000 4,800
Chairman of the Board and 1999 598,000 837,200 5,124 0 150,000 0 3,500
Publisher of The New York Times 1998 575,000 530,319 2,335 0 150,000 0 3,500
Russell T. Lewis................. 2000 870,000 1,305,000 16,374 805,000 150,000 600,000 4,800
President and Chief 1999 845,000 1,183,000 16,434 0 150,000 0 4,800
Executive Officer 1998 570,000 503,100 11,807 0 150,000 0 4,800
Michael Golden................... 2000 500,000 650,000 5,064 0 80,000 300,000 4,800
Vice Chairman and Senior 1999 380,000 456,000 5,124 0 80,000 0 4,800
Vice President 1998 366,000 255,420 351 0 80,000 0 4,800
John M. O'Brien.................. 2000 500,000 800,000 16,374 0 80,000 150,000 4,800
Senior Vice President and 1999 422,000 506,400 16,434 0 80,000 0 4,800
Chief Financial Officer 1998 392,700 307,943 8,399 0 80,000 0 4,800
Janet L. Robinson................ 2000 500,000 650,000 6,192 322,000 80,000 150,000 4,800
Senior Vice President, 1999 454,667 454,668 8,838 0 80,000 0 4,800
Newspaper Operations, and 1998 395,100 233,244 0 0 70,000 0 4,800
President & General
Manager, The New York Times
- ----------
(1) Salaries are generally set and paid on a calendar year basis.
(2) Amounts shown in column (e) represent tax payment reimbursements.
(3) The amount set forth for 2000 in column (f) represents the value (on the
date granted) of 8,000 shares of restricted stock granted to Ms. Robinson
and 20,000 shares of restricted stock granted to Mr. Lewis, 50% of which
will vest on the anniversary of the grant date in 2003 and 50% of which
will vest on the anniversary of the grant date in 2004. Ms. Robinson and
Mr. Lewis are entitled to receive all cash dividends paid in respect
thereof during the restricted period.
(4) Amounts shown in column (i) represent amounts contributed by us as 50%
matching contributions for the first 6% of earnings contributed by or on
behalf of the named individuals to our Supplemental Retirement and
Investment Plan.
18
Option Grants In Last Fiscal Year
Grant Date
Individual Grants(1) Value(2)
-------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
% of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration Grant Date
Name Granted (#) Fiscal Year ($/SH) Date Present Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr........ 150,000 2.56 40.25 12/20/2010 1,882,500
Russell T. Lewis............. 150,000 2.56 40.25 12/20/2010 1,882,500
Michael Golden............... 80,000 1.37 40.25 12/20/2010 1,004,000
John M. O'Brien.............. 80,000 1.37 40.25 12/20/2010 1,004,000
Janet L. Robinson............ 80,000 1.37 40.25 12/20/2010 1,004,000
- ----------
(1) The options granted to the named individuals in 2000 become exercisable in
installments of 25% of the original grant on each of the first through
fourth anniversaries of the grant date. All options are for Class A stock
and have an exercise price equal to the market value of the stock on the
grant date.
(2) In accordance with the rules of the SEC, "Grant Date Value" has been
calculated using the Black-Scholes model of option valuation, adjusted to
reflect an option term of 4.57 years, which represents the weighted
average (by number of options) over the past 10 years of the length of
time between the grant date of options under the Company's plans and their
exercise date for all option exercises by the named executive officers and
eight others who were named executive officers during that period. The
model also assumes: (a) an interest rate of 5.08% that represents the
interest rate on a U.S. Treasury Bond with a maturity date corresponding
to that of the adjusted option term of 4.57 years; (b) volatility of 30.9%
calculated using weekly stock prices for the 4.57 years (238 weeks) prior
to the grant date; and (c) dividends at the rate of $.46 per share, which
was the annualized rate of dividends on a share of Class A stock as of the
grant date. Based on this model, the calculated value of the options on
the December 20, 2000 grant date was determined to be $12.55 per option.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values(1)
(a) (b) (c-1) (c-2) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Aggregate Annualized FY-End (#) FY-End ($)
Acquired Value Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(2) Realized ($)(3) Unexercisable(4) Unexercisable(5)
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr........ 24,288 719,534 119,704 366,460/344,020 4,141,931/427,642
Russell T. Lewis............. 0 N/A N/A 225,934/367,174 1,305,149/254,825
Michael Golden............... 0 N/A N/A 198,401/197,257 2,647,262/125,227
John M. O'Brien.............. 48,589 1,334,406 349,391 114,562/193,641 659,953/152,216
Janet L. Robinson............ 23,719 566,186 125,218 177,518/192,257 1,900,084/152,858
- ----------
(1) All options are for Class A stock.
(2) Market value of underlying securities at exercise minus the exercise
price.
(3) Aggregate Value Realized upon exercise (column c-1) divided by the number
of years executive held applicable option before exercise (column c-2).
(4) Options granted to these executives under our 1991 Executive Stock
Incentive Plan become exercisable in four equal installments over a period
of four years from the date of grant.
(5) Market value of underlying securities at December 20, 2000 ($40.25) minus
the option exercise price.
19
Long-Term Incentive Plan Awards in Last Fiscal Year
In 1998, the Company began a new long-term performance award program for senior
executives. A grant is made each year in December for the three-year cycle
commencing in the following January. The actual amount paid at the end of each
of the cycles to the executive officers named below will range from the
threshold to the maximum amount, or be $0, depending on the total return to
holders of Class A stock relative to the total return to holders of stock in the
companies that make up the "peer group" described under "Performance
Presentation" during such three-year periods.
Price-Based Plans
Estimated Future Payouts Under Non-Stock
----------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Number of Performance or Other
Shares, Units or Period Until
Name Other Rights (#) Maturation or Payout Threshold ($) Target ($) Maximum ($)
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr..... 1 3 years (2001-2003) 100,000 400,000 700,000
Russell T. Lewis.......... 1 3 years (2001-2003) 100,000 400,000 700,000
Michael Golden............ 1 3 years (2001-2003) 50,000 200,000 350,000
John M. O'Brien........... 1 3 years (2001-2003) 50,000 200,000 350,000
Janet L. Robinson......... 1 3 years (2001-2003) 50,000 200,000 350,000
Pension Plan Table
The following table shows the annual estimated benefits payable under our
defined benefit retirement plans upon retirement to employees in specified
covered compensation and years of credited service classifications. The maximum
annual benefit payable under the plans which cover the executive officers is 50%
of average annual covered compensation for the five highest paid consecutive
years out of the most recent 10 years. The maximum annual benefit is payable
with 20 years of credited service and is prorated for less than 20 years. The
amount of estimated annual benefit is based upon the assumption that the
nonqualified supplemental executive retirement plan will continue in force in
its present form.
Estimated Annual Pension For
Highest Five-Year Average Representative Years of Credited Service
Annual -----------------------------------------------------
Compensation 10 15 20
- --------------------------------------------------------------------------------
$500,000 $125,000 $187,500 $250,000
750,000 187,500 281,250 375,000
1,000,000 250,000 375,000 500,000
1,250,000 312,500 468,750 625,000
1,500,000 375,000 562,500 750,000
1,750,000 437,500 656,250 875,000
The benefits described in the table above are calculated on a straight-life
annuity basis and are not subject to any reduction for Social Security or other
offset amounts.
For named executive officers, annual covered compensation for 2000 is the sum of
(i) the amount shown for 2000 in column (c) of the Summary Compensation Table,
(ii) the annual bonus earned for 1999 and (iii) any portion of a bonus earned
for 2000 which was paid in 2000. Annual covered compensation for 2000 was
$1,707,200 for Arthur Sulzberger, Jr., $2,053,000 for Russell T. Lewis, $956,00
for Michael Golden, $1,006,400 for John M. O'Brien and $954,668 for Janet L.
Robinson.
The named executive officers had the following full years of credited service as
of December 31, 2000: Arthur Sulzberger, Jr.: 22; Russell T. Lewis: 29; Michael
Golden: 16; John M. O'Brien: 37; and Janet L. Robinson: 17.
Performance Presentation
The following graphs show the annual cumulative total stockholder return for the
five years ending December 31, 2000, on an assumed investment of $100 on
December 31, 1995, in the Company, the Standard & Poor's S&P 500 Stock Index and
an index of peer group communications companies. The peer group returns are
weighted by market capitalization at the beginning of each year. The peer group
is comprised of the common stocks of the Company and the following other
communications companies: Dow Jones & Company, Inc., Gannett Co., Inc., Knight
Ridder, Inc., Media General, Inc., The McClatchy Company, Tribune Company and
The Washington Post Company. Since last year's proxy statement, (a) The Times
Mirror Company ceased to be a separate component of the peer group due to its
acquisition by Tribune Company and (b) the Company has decided to replace The
Times Mirror Company with The McClatchy Company, which has recently become an
appropriate addition to the Company's line-of-business index. The performance of
the peer group is displayed below both with and without The McClatchy Company
for comparative purposes as required by SEC Reg. S-K Item 402(l)(4). Only one
chart, including The McClatchy Company, will be provided in the future.
Stockholder return is measured by dividing (a) the sum of (i) the cumulative
amount of dividends declared for the measurement period, assuming monthly
reinvestment of dividends and (ii) the difference between the issuer's share
price at the end and the beginning of the measurement period by (b) the share
price at the beginning of the measurement period. As a result, stockholder
return includes both dividends and stock appreciation.
20
Stock Performance Comparison Between S&P 500, The New York Times
Company's Class A Stock and Peer Group Common Stock
Stock Performance Comparison Including
The McClatchy Company In The Peer Group
[The following information was represented as a mountain graph in the original
text.]
NYT Peer Group S&P 500
12/31/95 $ 100 $ 100 $ 100
12/31/96 $ 131 $ 120 $ 123
12/31/97 $ 230 $ 190 $ 164
12/31/98 $ 244 $ 203 $ 211
12/31/99 $ 350 $ 268 $ 255
12/31/00 $ 289 $ 225 $ 232
Stock Performance Comparison Excluding
The McClatchy Company From The Peer Group
[The following information was represented as a mountain graph in the original
text.]
NYT Peer Group S&P 500
12/31/95 $ 100 $ 100 $ 100
12/31/96 $ 131 $ 119 $ 123
12/31/97 $ 230 $ 191 $ 164
12/31/98 $ 244 $ 203 $ 211
12/31/99 $ 350 $ 269 $ 255
12/31/00 $ 289 $ 225 $ 232
21
- --------------------------------------------------------------------------------
Compensation Committee Report
- --------------------------------------------------------------------------------
To the Stockholders of The New York Times Company:
Compensation Policies and Purposes
In order to effectively serve the interests of the Company and its stockholders,
compensation for the Company's executive officers, including the Chairman and
the Chief Executive Officer, is designed to create incentives for high levels of
individual and Company performance and to reward such performance. "At risk"
compensation focuses on the Company's financial targets, its performance
relative to peer companies and the performance of its Class A stock; it is
designed to align the interests of executives with those of stockholders. Annual
bonuses are paid only if financial targets are achieved. Long-term bonuses are
paid only if performance targets relative to certain peer companies are met.
Both sets of targets are set by the Committee in advance and in conjunction with
its review of the Company's strategic and operating plans. The Committee grants
stock options as part of executive compensation because it views stock options
as a means of motivating superior performance and directly linking the interests
of executives with those of stockholders. Stock options produce value for
executives only if the Company's stock price increases over the option price,
which is set at the market price on the date of grant.
Compensation Structure
In 1999, the Committee structured 2000 compensation for executive officers to
consist of salary, an annual bonus potential, stock options and restricted
stock. It also set potential long-term performance awards for the three-year
period 2000-2002 for most executive officers, including Arthur Sulzberger, Jr.
and Russell T. Lewis. A substantial portion of total potential cash compensation
for executive officers depended on annual bonus potentials and thus was tied to
Company performance. The more responsible the executive officer's position, the
greater the portion of this "at risk" compensation.
Committee Procedures
The Committee consists solely of outside, non-employee directors of the Company.
Prior to the Committee's determination of 2000 salaries and annual bonus
potentials for the Company's executive officers, management reported to the
Committee on its review of survey data assembled and analyzed by outside
compensation consultants. Management analyzed total actual annual cash
compensation and long-term awards for comparable executive positions at United
States companies with revenues comparable to the Company. Management also
reviewed similar data from media companies, including those companies in the
peer group described under "Performance Presentation" in this proxy statement.
The companies surveyed had annual revenues ranging from approximately $1.4
billion to $18.3 billion, with an average of $5.9 billion and a median of $3.4
billion. The consultants' analyses took into account the effect of revenue size
on the compensation practices of individual companies. The data was used to set
target annual cash compensation for executive officers slightly above the
mid-range of companies surveyed and to allocate a significant portion of such
compensation to performance-based annual bonus potentials.
Salaries
Salaries for executive officers are generally reviewed annually and were set for
2000 in late 1999. Salary increases, including increases for the named executive
officers, were based on a review of the competitive data described above. The
2000 salaries for the Company's executive officers were generally within the
mid-range of practices for companies surveyed, taking into account the Company's
revenue size. In setting compensation for individual executive officers, the
Committee considered individual performance and responsibilities, the
performance of the executive's operating unit, where applicable, and the
performance of the Company as a whole. The Committee believes these salaries are
appropriate in light of salaries paid for comparable positions at other
companies and the individual performance and responsibilities of the executives.
Prior to setting salaries for Mr. Sulzberger, Jr. and Mr. Lewis, the Committee
reviewed data assembled by outside compensation consultants concerning the
compensation for similar positions at other companies of comparable size. Their
base salaries were set at $870,000, an amount which is slightly above the median
for base salaries for their comparable positions at other companies.
Annual Bonuses
Annual bonus potentials for 2000 were set for executive officers in late 1999 as
percentages of salaries. The more responsible the executive officer's position,
the higher the percentage. The amounts actually paid depended principally on the
level of achievement of performance against financial targets which were set by
the Committee at the same time in 1999 and, to a lesser extent, on an
individual's performance and contribution to other operating unit and corporate
goals. These targets were largely based on operating earnings of the Company or
of the person's operating unit and were generally exceeded for 2000.
The 2000 and 1999 earnings per share targets, which were used to determine
annual bonuses for Mr. Sulzberger, Jr. and
22
Mr. Lewis, were substantially exceeded. As a result, bonus payouts were made at
the maximum amounts permitted under the plan for those years. In 1998 the
earnings per share targets set for their annual bonuses were exceeded slightly,
resulting in bonus payouts in amounts less than the maximum amounts permitted
for that year. Annual bonuses for 2000 represented approximately 60% of each of
their annual cash compensation for 2000.
Long-Term Compensation
The number of stock options granted to each executive officer in 2000 depended
on the degree of responsibility of the executive officer's position. The number
was based on a review of survey data supplied by outside compensation
consultants of stock option grants and other long-term compensation paid to
executives at comparable salary and responsibility levels at other companies
surveyed to analyze salary and annual bonus compensation. In granting options,
the Company's goals are to attract, retain and motivate the highest caliber of
executives by offering a competitive combination of annual and long-term
compensation and to link a significant portion of executives' total compensation
to the interests of stockholders. To implement these goals, the Company's grants
were generally made slightly above the mid-range for option grants made by media
companies in the survey. All stock options have an exercise price equal to the
average of the highest and lowest market price of the Class A stock reported on
the date of grant. In order to assure the retention of high level executives and
to tie the compensation of those executives to the creation of long-term value
for stockholders, the Committee provided that these stock options become
exercisable in equal portions over a four-year period. In making option grants
in 2000, the Committee did not consider the number of options previously granted
that remain outstanding.
Long-term performance award potentials for the three-year period 2000-2002 were
set in late 1999 and those for 2001-2003 were set in late 2000. Amounts actually
paid will generally depend on the total return to Class A stockholders relative
to the total return to stockholders of the companies that make up the "peer
group" described under "Performance Presentation." The amount of the potential
award increases with an increase in the scope of the executive's responsibility.
These amounts were set based on a review of the survey data described in the
preceding paragraph. The amounts of the potential awards were designed to set
total long-term compensation slightly above the mid-range of total long-term
compensation in the survey. Long-term performance awards for the three-year
cycle ended December 2000, the potentials for which were set in 1998, were paid
in February 2001.
Tax
The Internal Revenue Code has set certain limitations on the deductibility of
compensation paid to a public company's five most highly compensated executive
officers. In 2000, stockholders of the Company approved amendments to the
Company's 1991 Executive Cash Bonus Plan and 1991 Executive Stock Incentive Plan
(the "NYT Plans") to ensure that compensation paid by the Company to executive
officers pursuant to these plans would continue to be deductible by the Company
for federal income tax purposes. All compensation paid to the Company's
executive officers in 2000 was deductible by the Company in accordance with such
provisions of the Internal Revenue Code.
Compensation of the Chairman and Compensation of President and Chief Executive
Officer
The Committee based 2000 compensation for Mr. Sulzberger, Jr. and Mr. Lewis on
several different factors and criteria. The Committee believes that it
structured Mr. Sulzberger, Jr.'s and Mr. Lewis's 2000 compensation package to
include a significant amount of "at risk" compensation that provides incentives
tying the amount of their compensation to the Company's performance. Stock
options produce value in direct proportion to the value realized by all
stockholders from price appreciation; annual bonuses are based on the
achievement of specified financial performance targets; restricted stock rewards
performance and retains executive talent; and long-term bonuses are based upon
the relative performance of the Company's stock and the stock of the companies
described under "Performance Presentation." Thus, 2000 compensation was based to
a large degree on three types of performance measures, which taken together,
closely link Company performance and Messrs. Sulzberger, Jr.'s and Lewis's
compensation. Other important factors the Committee considered in the
determination of compensation for Mr. Sulzberger, Jr. and Mr. Lewis include
their roles in focusing and refining the Company's long-term strategies for The
New York Times and New York Times Digital and in instituting strong management
succession and development programs.
Richard L. Gelb, Chairman
John F. Akers
Brenda C. Barnes
Robert A. Lawrence
David E. Liddle
23
- --------------------------------------------------------------------------------
Audit Committee Report
- --------------------------------------------------------------------------------
To the Stockholders of The New York Times Company:
Effective January 31, 2000, the Securities and Exchange Commission adopted new
rules and amendments to current rules relating to the disclosure of information
about companies' audit committees. The new rules require that, for all votes of
shareholders occurring after December 15, 2000, the proxy statement must contain
a report of the audit committee addressing several issues identified in the
rules. In addition, the SEC recommends that audit committees adopt written
charters. Any such charter must be included as an attachment to the proxy
statement at least once every three years. Our Audit Committee has adopted a
charter, a copy of which is included in this proxy statement as Appendix II.
Our Audit Committee is comprised of four directors, who are not officers of the
Company. They are all considered "independent" under the listing standards of
the New York Stock Exchange.
Under our Audit Committee's charter, management has the primary responsibility
for the financial statements and the financial reporting process, including the
system of internal controls. The Company's independent auditors, Deloitte &
Touche LLP, are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America and for issuing a report
thereon. Our Audit Committee is responsible for monitoring, on behalf of our
Board of Directors, (i) the Company's financial reporting process, (ii) the
Company's internal controls and (iii) the independence and performance of the
Company's auditors.
In this context, during 2000 the Committee met three times and held discussions
with management and Deloitte & Touche LLP. The Committee's Chairman, as
representative of the Committee, also discussed the Company's interim financial
information contained in each quarterly earnings announcement with the Company's
Chief Financial Officer or Controller and Deloitte & Touche LLP prior to public
release.
Management has represented to the Committee that the Company's annual
consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States of America, and the Committee
has reviewed and discussed the annual consolidated financial statements with
management and Deloitte & Touche LLP. The Committee has discussed with Deloitte
& Touche LLP matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees), which includes, among other items,
matters related to the conduct of the audit of the Company's annual consolidated
financial statements.
In addition, the Committee has discussed with Deloitte & Touche LLP, their
independence from the Company and its management, including (i) the matters in
the written disclosures and letter required by the Independence Standards Board
Standard No. 1 and provided to the Committee by Deloitte & Touche LLP
(Independence Discussions with Audit Committees) and (ii) the written
confirmations from Company management with respect to information technology
consulting services relating to financial information systems design and
implementation services provided by Deloitte & Touche LLP. The Committee has
considered whether the provision of information technology consulting services
relating to financial information systems design and implementation and other
non-audit services by Deloitte & Touche LLP is compatible with maintaining the
auditors independence and has discussed with Deloitte & Touche LLP their
independence as auditors.
The Committee has discussed with the Company's internal auditors and Deloitte &
Touche LLP the overall scope and plans for their respective audits. The
Committee meets with the internal auditors and Deloitte & Touche LLP, with and
without management present, to discuss the results of their respective audits,
the evaluations of the Company's internal controls, and the overall quality of
the Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000, for filing with the
SEC. The Committee and the Board also have recommended, subject to shareholder
approval, the selection of Deloitte & Touche LLP as the Company's independent
auditors for the fiscal year ending December 30, 2001.
Ellen R. Marram, Chairman
Raul E. Cesan
David E. Liddle
Charles H. Price II
24
- --------------------------------------------------------------------------------
Proposal Number 2--
Adoption of a New Employee Stock Purchase Plan
- --------------------------------------------------------------------------------
Purpose of Proposal
We are proposing the adoption of a new Employee Stock Purchase Plan (the "New
Plan"), which would replace the existing Employee Stock Purchase Plan (the
"Existing Plan") if approved. The New Plan is substantially the same as the
Existing Plan, except as described below. The Board of Directors, acting on the
recommendation of management, has approved the adoption of the New Plan
described in this Proposal 2 subject to shareholder approval.
The New Plan will authorize 10,000,000 shares of Class A stock that may be sold
under it. Our Board of Directors believes the number of shares reserved under
the New Plan should be sufficient for several offerings and make unlikely the
need to request additional shares in the near future.
New Plan Summary
The following is a brief description of the material features of the New Plan.
This description is qualified in its entirety by reference to the full text of
the New Plan annexed hereto as Appendix I.
The New Plan is substantially similar to the Existing Plan, which was adopted by
stockholders at their Annual Meeting in April 1969. The New Plan authorizes our
Board of Directors from time to time to make offerings of Class A stock for sale
to eligible employees of the Company and designated affiliated companies at not
less than 85% of the market price of such stock on the date of the offering or
85% of the market price of such stock on the last day of the purchase period,
whichever is lower. All individuals with a regularly scheduled work week of 20
hours or more who are employees of the Company or its designated affiliated
companies on specified dates prior to the year payroll deductions begin for the
offering in question, including officers and employee directors (except for any
employee owning 5% or more of the total combined voting power or value of all
classes of the stock of the Company), are eligible to participate in the New
Plan. Certain other employees may participate in the New Plan if they work an
average of at least 20 hours a week during specified periods.
The purpose of the New Plan is to provide an opportunity by which all eligible
employees may purchase shares of Class A stock through voluntary, systematic
payroll deductions. By this means such employees are provided with an
opportunity to acquire an interest in our economic progress and a further
incentive to promote our best interests.
Payment for shares is made through payroll deduction in a uniform relationship
to the eligible compensation received by each employee over the period of time
in which such compensation is paid, which cannot exceed 27 months (the "Payroll
Deduction Period"). For the current offering under the Existing Plan, the
Payroll Deduction Period is from December 1, 2000 through November 30, 2001.
Interest on amounts so deducted is credited toward the purchase price of the
shares. An employee may withdraw from the New Plan within a designated time
prior to the last day of the Payroll Deduction Period and receive a full refund
of accumulated contributions, with interest. If no such withdrawal is made, an
employee is deemed to have exercised an option to purchase shares on the last
day of the Payroll Deduction Period. The New Plan contemplates that all moneys
withheld from employees will be under the control of the Company and can be used
for general corporate purposes. In the event of termination of a participant's
employment by retirement, death or disposition by the Company of its affiliate
employing such participant, such person or his estate will be offered an
opportunity to purchase as many full shares as may be equal to the amounts
deducted from his compensation (plus interest) divided by the initial offering
price. The maximum number of shares that may be purchased by an individual
employee under the New Plan is a number equal to $25,000 divided by the fair
market value of the Class A stock on the date of the offering.
Amendments
Our Board of Directors may amend or discontinue the New Plan at any time,
provided that, if required by applicable law or stock exchange rule, any such
amendment shall be subject to shareholder approval. Unless otherwise required by
such law or rule, the affirmative vote of a majority of the votes cast on such
matter by the holders of the Class A and Class B stock, voting together as a
single class, shall be required for such approval. Under the Existing Plan, our
Board of Directors may amend or discontinue the plan at any time, provided that
no such amendment may increase the maximum number of shares that may be offered,
decrease the minimum price or change the class of employees eligible to
participate under the Existing Plan without the approval of a majority of the
shares of the Company then issued and outstanding and entitled to vote thereon.
25
New Benefits
In September 2000 the Board authorized a 2001 offering under the Existing Plan
at 85% of the average market price on September 29, 2000 ($33.87 per share, 85%
of $39.84), or 85% of the average market price on November 30, 2001, whichever
is lower. On February 16, 2001, the last reported sale price of the Class A
stock on the New York Stock Exchange was $43.55.
About 51% of the approximately 14,125 eligible full-time and part-time employees
subscribed to the 2001 Offering.
The following table shows the shares purchased in 2000 under the Existing Plan
by the executive officers named in the Summary Compensation Table, all executive
officers as a group and all participating employees as a group. It is not
practicable to determine the new benefits for these individuals under the New
Plan.
Name and Position Dollar Value ($)(1) Number of Shares
- -----------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr........................................................... $ 2,495.28 562
Chairman and Publisher of The New York Times
Russell T. Lewis................................................................ 2,868.24 646
President and Chief Executive Officer
Michael Golden.................................................................. 2,868.24 646
Vice Chairman and Senior Vice President
John M. O'Brien................................................................. 2,868.24 646
Senior Vice President and Chief Financial Officer
Janet L. Robinson............................................................... 2,868.24 646
Senior Vice President, Newspaper Operations, and
President and General Manager of The New York Times
Executive officers as a group (13 persons)...................................... 34,854.00 7,850
All other participating employees of the Company as a group (6,176 persons)..... 5,006,086.60 1,127,497
- ----------
(1) The dollar value is computed by multiplying the aggregate number of shares
purchased by the difference between the purchase price and the average
market price of the Class A stock on the date the option to purchase was
deemed exercised. This computation does not necessarily mean that the
shares so acquired have actually been sold or that, if they are sold in
the future, these amounts will reflect the actual amounts realized on such
sales.
Federal Income Tax Consequences of Participation in the New Plan
An employee will not realize taxable income upon the grant of a right to
purchase shares or upon the purchase of shares pursuant to the terms of the New
Plan even though the price paid for the shares is less than their fair market
value at the time of purchase. If an employee disposes of shares acquired under
the New Plan, the amount of ordinary income, capital gain or capital loss
realized will depend on the holding period of the shares.
If the employee disposes of shares one year or more after the shares were
purchased, the employees will realize ordinary income in the year of disposition
equal to the lesser of (i) 15% of the market value of the shares on the date of
grant or (ii) the amount by which the fair market value of the shares on the
date of disposition exceeds the purchase price. Any additional gain from the
sale will be long-term capital gain.
If the shares are disposed of less than one year after the shares were purchased
(a "Disqualifying Disposition"), the employee will recognize ordinary income
equal to the excess of the fair market value of the shares on the date of
purchase over the purchase price. This excess is taxed as ordinary income even
if the shares are sold at a loss. In addition, the employees will recognize
short-term capital gain or loss measured by the difference between (i) the sale
price and (ii) the purchase price plus the amount of ordinary income recognized.
The Company generally is not entitled to an income tax deduction when an
employee exercises an option to purchase a share under the New Plan or upon the
subsequent disposition of any such share. If the disposition is a Disqualifying
Disposition, however, the Company will be entitled to an income tax deduction in
the year of such disposition in an amount equal to the amount of ordinary income
recognized by the employee as a result of such disposition.
Recommendation and Vote Required
The Board of Directors recommends a vote FOR the following resolution which will
be presented to the Annual Meeting:
RESOLVED, that adoption of the Employee Stock Purchase Plan described in
Proposal 2 in The New York Times Company's 2001 Proxy Statement, be, and
the same hereby is, ratified, confirmed and approved.
The affirmative vote of the holders of a majority of the outstanding shares of
Class A and Class B stock cast at the Annual Meeting, in person or by proxy,
voting together as one class, is required for approval of this resolution. As a
result, abstentions and broker non-votes will have no effect on the proposal.
26
- --------------------------------------------------------------------------------
Proposal Number 3--
Selection of Auditors
- --------------------------------------------------------------------------------
We have an Audit Committee of the Board of Directors, whose members are
appointed annually by the Board. The Audit Committee currently consists of Ellen
R. Marram, Chairman, Raul E. Cesan, David E. Liddle and Charles H. Price II,
none of whom is an employee of the Company.
The Audit Committee has selected the firm of Deloitte & Touche LLP, independent
auditors, as our auditors for the fiscal year ending December 30, 2001, subject
to ratification of such selection by our Class A and Class B stockholders voting
together as one class. Deloitte & Touche LLP has audited our financial
statements for many years.
We have been informed by Deloitte & Touche LLP that their firm has no direct
financial interest nor any material indirect financial interest in us or any of
our affiliated companies. Deloitte & Touche LLP has not had any connection
during the past five years with us or any of our affiliated companies in the
capacity of promoter, underwriter, voting trustee, director, officer or
employee.
A representative of Deloitte & Touche LLP will be present at the Annual Meeting
and will be afforded the opportunity to make a statement if he decides to do so.
The representative will also be available to respond to appropriate questions
from stockholders at the Annual Meeting.
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal year ended December 31, 2000, and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for that
fiscal year were $1,316,000.
Financial Information Systems Design and Implementation Fees
Deloitte & Touche LLP rendered no professional services to the Company for
information technology services relating to financial information systems design
and implementation for the fiscal year ended December 31, 2000.
All Other Fees
The aggregate fees billed by Deloitte & Touche LLP for services rendered to the
Company, other than the services described above under "Audit Fees", for the
fiscal year ended December 31, 2000, were $3,101,000. These fees were
principally for tax consulting services and professional services rendered for
the audit of New York Times Digital's financial statements in connection with a
registration statement (now withdrawn) for a proposed tracking stock offering.
Recommendation and Vote Required
The Board of Directors recommends a vote FOR the following resolution which will
be presented to the meeting:
RESOLVED, that the selection, by the Audit Committee of the Board of
Directors, of Deloitte & Touche LLP, independent auditors, as auditors of
The New York Times Company for the fiscal year ending December 30, 2001,
is hereby ratified, confirmed and approved.
The affirmative vote of the holders of a majority of the shares of Class A and
Class B stock represented at the Annual Meeting, in person or by proxy, voting
together as one class, is required for approval of this resolution. As a result,
abstentions and broker non-votes will have the same effect as a vote against the
proposal.
- --------------------------------------------------------------------------------
Other Matters
- --------------------------------------------------------------------------------
Submission Of Stockholder Proposals For 2002
Stockholders who intend to present proposals at the 2002 Annual Meeting under
SEC Rule 14a-8 must insure that such proposals are received by the Secretary of
the Company not later than November 6, 2001. Such proposals must meet the
requirements of the SEC to be eligible for inclusion in the Company's 2002 proxy
materials. In order for a proposal submitted outside of Rule 14a-8 to be
considered "timely" within the meaning of SEC Rule 14a-4(c), such proposal must
be received prior to January 20, 2002.
By order of the Board of Directors
/s/ SOLOMON B. WATSON IV
SOLOMON B. WATSON IV
Senior Vice President, General Counsel and Secretary
New York, NY
March 6, 2001
Appendix I
THE NEW YORK TIMES COMPANY EMPLOYEE
STOCK PURCHASE PLAN
SECTION 1. Purpose.
The Employee Stock Purchase Plan (the "Plan") of The New York Times
Company ("The Times") is designed to provide an opportunity for the employees of
The Times and its designated subsidiaries to purchase shares of the Class A
Common Stock (the "Stock") of The Times through voluntary systematic payroll
deductions. It is the purpose and policy of the Plan to provide employees with
an opportunity to acquire an additional interest in the economic progress of The
Times and a further incentive to promote its best interests.
SECTION 2. Offerings Under the Plan.
From time to time within the limits of the Plan, shares of the Stock
will be made available for purchase only by employees of The Times through
offers of the Stock made on behalf of The Times by its Board of Directors (the
"Board"). The Board shall designate the subsidiaries of The Times whose
employees may participate in an offering under the Plan and shall within the
limits of the Plan fix the terms and conditions of each offering, provided that
any such subsidiary qualifies as a "subsidiary corporation" as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code").
Except as provided in Section 3 of the Plan, all employees participating in an
offering shall have the same rights and privileges to purchase Stock under the
Plan.
SECTION 3. Employees Eligible and Participation by Such Employees.
All regular, full-time employees of The Times and of such
subsidiaries as may be designated by the Board shall be eligible to participate
in the Plan, except that the Board in its discretion may exclude, on a uniform
basis, from any offering or offerings: (a) employees who at the time of an
offering have been employed less than two (2) years, (b) employees whose
customary employment is twenty (20) hours or less per week, (c) employees whose
customary employment is for not more than five (5) months in any calendar year,
and (d) highly compensated employees as defined in the Code. The number of
shares that may be purchased by an employee under any one offering shall bear a
uniform relationship to the basic compensation of such employee over a period of
time in which such compensation is paid (the "Purchase Period"). However, an
employee owning or who would own directly or indirectly more than five percent
(5%) of the total combined voting power or value of all classes of stock of The
Times, its parent or any subsidiary corporation immediately after any offering
under the Plan in which he participates or in which he is otherwise eligible to
participate, will not be eligible to participate in the Plan or any offering
made thereunder. No employee shall he granted the right to purchase shares of
the Stock which would permit his total rights to purchase Stock, under all
employee stock purchase plans of The Times, to accrue at a rate which exceeds
$25,000 of the fair market value of such Stock, determined at the time such
rights are granted, for each calendar year during which rights to purchase such
Stock are outstanding at any time.
SECTION 4. Shares Subject to the Plan.
The shares which may be offered under the Plan may be treasury
Stock, unissued Stock, or The Times may go into the market and purchase Stock
for sale. The number of shares of Stock to be sold under the Plan shall not
exceed 10,000,000 shares, except as such number may be adjusted pursuant to
Section 9. All shares offered under the Plan and for any reason not purchased as
well as all shares not previously offered will be available for subsequent
offerings.
SECTION 5. Price.
The price at which shares may from time to time be offered shall be
fixed by the Board, but shall not be less than the lower of (a) 85% of the fair
market value of the Stock on the date of offering (the "Offering Price"), or (b)
85% of the fair market value of the Stock on the last day of the Purchase
Period, except as provided in Section 6.
SECTION 6. Payroll Deductions, Interest and Right of Cancellation.
Shares purchased under the Plan will be paid for by payroll
deductions during the Purchase Period, which shall not exceed 27 months, without
the right of prepayment. The Board will fix the rate of interest, if any, that
will accrue on the amounts deducted. Each participant will have the right to
cancel his election to purchase shares under the Plan within a designated time
prior to the last day of the Purchase Period and in such case payroll
deductions, plus any interest thereon, will be
I-1
returned to him. The Board will also make provision with respect to the rights
of participants in the event of retirement, death, termination of employment,
temporary layoff, or authorized leave of absence, including without limitation a
provision that a participant whose employment has terminated through death or
retirement or otherwise may purchase Stock within three (3) months thereafter at
the Offering Price.
SECTION 7. Issue of Shares.
No shares purchased under the Plan will be issued except at the end
of the Purchase Period and only upon such issuance will participants have, with
respect to such shares, any of the rights of a stockholder, except as otherwise
provided in Section 6.
SECTION 8. Assignability.
The rights of a participant will not be transferable by him other
than by will or the laws of descent and distribution, and will be exercisable
during his lifetime only by him.
SECTION 9. Effects of Changes in Shares.
If at any time The Times shall take any action, whether by stock
dividend, stock split, combination of shares, or otherwise, which results in a
proportionate increase or decrease in the number of shares of Stock theretofore
issued and outstanding, the number of shares covered under the Plan shall be
increased or decreased proportionately, and the price in Section 5 adjusted
proportionately, and such other adjustment shall be made as may be equitable by
the Board or the Committee.
SECTION 10. Administration of the Plan.
The Plan shall be administered by the Board or a Committee appointed
by the Board of three or more of its members (the "Committee"). The Committee
shall serve at the pleasure of the Board and shall have such powers as the Board
may from time to time confer upon it. Any decision or action taken by the Board
or the Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan shall be conclusive and
binding upon all employees participating in the Plan and any person claiming or
under or through any such employee.
SECTION 11. Amendment or Discontinuance.
The Board may amend or discontinue the Plan at any time. If required
by applicable law or stock exchange rule, any such amendment shall be subject to
stockholder approval. Unless otherwise required by such law or rule, the
affirmative vote of a majority of the votes cast on such matter by the holders
of the Class A Common Stock and Class B Common Stock, voting together as a
single class, shall be required for such approval.
SECTION 12. Approval by Stockholders.
This Plan must be approved by the affirmative vote of a majority of
the votes cast on such matter by the holders of the Class A Common Stock and
Class B Common Stock, voting together as a single class.
I-2
Appendix II
AUDIT COMMITTEE CHARTER
I. PURPOSE AND AUTHORITY
The Audit Committee is appointed by the Board to assist the Board in monitoring
(i) the integrity of the Company's financial reporting process, (ii) the
Company's internal controls and (iii) the independence and performance of the
Company's auditors.
II. COMPOSITION OF COMMITTEE
The Audit Committee shall have at least the number of members required by the
New York Stock Exchange. Each member of the Audit Committee shall meet the
independence and experience requirements of the New York Stock Exchange. The
members of the Audit Committee shall be appointed by the Board on the
recommendation of the Chairman of the Company in consultation with the
Nominating Committee.
III RESPONSIBILITIES AND POWERS
The Audit Committee shall:
1. Submit this charter to the Board for approval; review and reassess the
adequacy of this charter annually.
2. Review with management and the independent auditor the annual audited
financial statements, including major issues regarding accounting
principles and practices, and the adequacy of internal controls that could
significantly affect the Company's financial statements; inquire as to
such financial statements' completeness, accuracy and conformity with
generally accepted accounting principles.
3. Review an analysis prepared by management and the independent auditor of
the significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements.
4. Review with the independent auditor, internal auditors and management,
major changes to the Company's accounting principles and practices
resulting from rules promulgated by the Securities and Exchange Commission
or the Financial Accounting Standards Board.
5. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
6. Review the fees to be paid to the independent auditor.
7. Receive periodic reports from the independent auditor and management
regarding the auditor's independence, discuss such reports with the
auditor and management and, if so determined by the Audit Committee,
recommend that the Board take appropriate action to ensure the
independence of the auditor. Such reports shall include a statement as to
the amount of the fees billed for each of the following categories of
services rendered by the auditor: (i) the audit of the Company's annual
financial statements for the most recent fiscal year and the reviews of
the financial statements included in the Company's Quarterly Reports on
Form 10-Q for that fiscal year; (ii) information technology consulting
services for the most recent fiscal year, in the aggregate and by each
service (and separately identifying fees for such services relating to
financial information systems design and implementation); and (iii) all
other services rendered by the auditor for the most recent fiscal year in
the aggregate and by each service. The Audit Committee shall, if
applicable, consider whether the independent auditor's provision of (a)
information technology consulting services relating to financial
information systems design and implementation and (b) other non-audit
services to the Company is compatible with maintaining the independence of
the auditor.
8. Evaluate the performance of the independent auditor and, if so determined
by the Audit Committee, recommend that the Board replace the independent
auditor.
9. Provide oversight to the internal audit function, including review of the
organization, plans and results of such activity.
10. Meet at least annually with the senior internal audit executive and the
independent auditor in separate executive sessions.
11. Meet with the independent auditor (a) prior to the commencement of the
audit to review the planning and scope of the audit and (b) after the
completion of the audit to review the results of the audit.
II-1
12. Discuss with the independent auditor the matters required to be discussed
by: (a) Statement on Auditing Standards No. 61, as it may be amended,
relating to the conduct of the audit, and (b) Statement on Auditing
Standards No. 71, as it may be amended, relating to the conduct of a
review of interim financial information.
13. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter.
14. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
15. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.
16. Make regular reports to the Board of Directors.
17. Take such other actions deemed appropriate by the members of the Committee
to carry out the purpose set forth in Article I.
The Audit Committee shall have the authority to retain special accounting,
legal, or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Company or the Company's outside counsel
or independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. The Audit Committee shall keep
minutes of all of its meetings.
While the Audit Committee has the responsibilities and powers set forth in this
charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Business Conduct Policy.
II-2
[LOGO OF The New York Times Company]
229 West 43rd Street
New York, NY 10036
tel 212-556-1234
THE NEW YORK TIMES COMPANY CLASS A
Proxy Solicited on Behalf of the Board of Directors of
[LOGO] the Company for Annual Meeting on April 17, 2001
P The undersigned hereby constitutes and appoints Arthur Sulzberger, Jr.,
R Solomon B. Watson IV, and Rhonda L. Brauer, and each of them, as proxies
O with full power of substitution in each, to represent the undersigned at
X the Annual Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be
Y held at 10:00 A.M., local time, at the New Amsterdam Theatre, 214 West
42nd Street, New York, New York 10036, on Tuesday, April 17, 2001, or at
any adjournments thereof, and to vote on all matters coming before said
meeting including the proposals indicated on the reverse side hereof.
Election of Class A Directors. Nominees: Change of Address
01. Raul E. Cesan 02. Robert A. Lawrence 03. Charles H. Price II ___________________________
04. Henry B. Schacht 05. Donald M. Stewart ___________________________
___________________________
___________________________
(If you have written in the
above space, please mark
the corresponding box on
the reverse side of this
card)
You are encouraged to specify your choices by marking the appropriate boxes-SEE
REVERSE SIDE-but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. Your shares cannot be voted unless
you sign and return this card.
-----------
SEE REVERSE
SIDE
-----------
................................................................................
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
The New York Times Company
Annual Meeting of Stockholders
April 17, 2001
10:00 A.M.
New Amsterdam Theatre
214 West 42nd Street
New York, New York 10036
0473
|X| Please mark your votes as in this example.
This proxy when properly executed will be voted in the manner directed herein.
If no direction is given, this proxy will be voted FOR the election of Class A
directors and FOR proposals 2 and 3.
- ----------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1, 2 and 3
- ----------------------------------------------------------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of |_| |_| 2. Adoption of a new |_| |_| |_| 3. Ratification of |_| |_| |_|
Class A Directors Employee Stock Deloitte & Touche
(see reverse) Purchase Plan LLP as auditors
For, except vote withheld from the following nominee(s)
- -------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
This proxy is solicited on behalf of the
Board of Directors for the Annual
Meeting on April 17, 2001.
Your signature on the proxy is your
acknowledgment of receipt of the Notice
of Meeting and Proxy Statement, both
dated March 6, 2001. The signer hereby
revokes all proxies heretofore given by
the signer to vote at said meeting or at
any adjournment thereof.
Change of address on Reverse Side |_|
SIGNATURE(S)_____________________________________ DATE _________________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
................................................................................
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
The New York Times Company
Dear Stockholder:
The New York Times Company encourages you to take advantage of new and
convenient ways by which you can vote your shares. You can vote your shares
electronically through the Internet or by telephone. This eliminates the need to
return your proxy card.
To vote your shares electronically, you must use the control number printed in
the box above, just below the perforation. The series of numbers that appear in
the box above must be used to access the system.
1. To vote over the Internet:
o Log on to the Internet and go to the web site
http://www.eproxyvote.com/net
2. To vote by telephone:
o On a touch-tone telephone, call 1-800-PRX-VOTE (1-877-779-8683) 24
hours a day, 7 days a week.
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need to mail back
your proxy card.
Your vote is important. Thank you for voting.
THE NEW YORK TIMES COMPANY CLASS B
Proxy Solicited on Behalf of the Board of Directors of
[LOGO] the Company for Annual Meeting on April 17, 2001
P The undersigned hereby constitutes and appoints Arthur Sulzberger, Jr.,
R Solomon B. Watson IV, and Rhonda L. Brauer, and each of them, as proxies
O with full power of substitution in each, to represent the undersigned at
X the Annual Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be
Y held at 10:00 A.M., local time, at the New Amsterdam Theatre, 214 West
42nd Street, New York, New York 10036, on Tuesday, April 17, 2001, or at
any adjournments thereof, and to vote on all matters coming before said
meeting including the proposals indicated on the reverse side hereof.
Election of Class B Directors. Nominees: Change of Address
01. John F. Akers 02. Brenda C. Barnes 03. Jacqueline H. Dryfoos ___________________________
04. Michael Golden 05. Russell T. Lewis 06. David E. Liddle ___________________________
07. Ellen R. Marram 08. Arthur Ochs Sulzberger ___________________________
09. Arthur Sulzberger, Jr. ___________________________
(If you have written in the
above space, please mark
the corresponding box on
the reverse side of this
card)
You are encouraged to specify your choices by marking the appropriate boxes-SEE
REVERSE SIDE-but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. Your shares cannot be voted unless
you sign and return this card.
-----------
SEE REVERSE
SIDE
-----------
................................................................................
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
The New York Times Company
Annual Meeting of Stockholders
April 17, 2001
10:00 A.M.
New Amsterdam Theatre
214 West 42nd Street
New York, New York 10036
2553
|X| Please mark your votes as in this example.
This proxy when properly executed will be voted in the manner directed herein.
If no direction is given, this proxy will be voted FOR the election of Class B
directors and FOR proposals 2 and 3.
- ----------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1, 2 and 3
- ----------------------------------------------------------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of |_| |_| 2. Adoption of a new |_| |_| |_| 3. Ratification of |_| |_| |_|
Class B Directors Employee Stock Deloitte & Touche
(see reverse) Purchase Plan LLP as auditors
For, except vote withheld from the following nominee(s)
- --------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
This proxy is solicited on behalf of the
Board of Directors for the Annual
Meeting on April 17, 2001.
Your signature on the proxy is your
acknowledgment of receipt of the Notice
of Meeting and Proxy Statement, both
dated March 6, 2001. The signer hereby
revokes all proxies heretofore given by
the signer to vote at said meeting or at
any adjournment thereof.
Change of address on Reverse Side |_|
SIGNATURE(S)_____________________________________ DATE _________________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
................................................................................
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
The New York Times Company
Dear Stockholder:
The New York Times Company encourages you to take advantage of new and
convenient ways by which you can vote your shares. You can vote your shares
electronically through the Internet or by telephone. This eliminates the need to
return your proxy card.
To vote your shares electronically, you must use the control number printed in
the box above, just below the perforation. The series of numbers that appear in
the box above must be used to access the system.
1. To vote over the Internet:
o Log on to the Internet and go to the web site
http://www.eproxyvote.com/net1
2. To vote by telephone:
o On a touch-tone telephone, call 1-800-PRX-VOTE (1-877-779-8683) 24
hours a day, 7 days a week.
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need to mail back
your proxy card.
Your vote is important. Thank you for voting.
Please return this card only
---
if you plan to attend. |_| I plan to attend the meeting.*
- ---------------------
The New York Times Company
Annual Meeting of Stockholders Please type or print clearly.
10:00 A.M., Tuesday, April 17, 2001
New Amsterdam Theatre
214 West 42nd Street _________________________________
New York, New York 10036 Name of Stockholder
[LOGO] _________________________________
Street Address
_________________________________
City State Zip
*To faciliate counting,
please vote even if you
are planning to attend.
You can always revoke
it at the meeting if
you wish.
SECRETARY'S OFFICE
-------------
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
-------------
- --------------------------------------------
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO 289 NEW YORK NY
- --------------------------------------------
POSTAGE WILL BE PAID BY ADDRESSEE
THE NEW YORK TIMES COMPANY
229 WEST 43RD STREET
NEW YORK NY 10109-0135