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
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(Name of Registrant as Specified In Its Charter)
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(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.
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2. Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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|_| 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:
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2. Form, Schedule or Registration Statement No.:
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<Page>
The New York Times
Company
NOTICE OF 2002
ANNUAL MEETING AND
PROXY STATEMENT
[GRAPHIC OMITTED]
<Page>
[THE NEW YORK TIMES COMPANY LOGO]
229 West 43rd Street
New York, NY 10036
tel 212-556-1234
INVITATION TO 2002 ANNUAL MEETING OF STOCKHOLDERS
DATE: TUESDAY, APRIL 16, 2002
TIME: 10:00 A.M.
PLACE: NEW AMSTERDAM THEATRE
214 WEST 42ND STREET, NEW YORK, NY 10036
March 5, 2002
Dear Stockholder:
Please join me at our Annual Meeting on April 16, 2002, where we will ask you to
vote on the election of our Board of Directors and the ratification of the
selection of our auditors.
Three of our directors will be retiring next month and will not be standing for
re-election at this year's Annual Meeting.
First and foremost, we will be bidding good-by to my father, Punch Sulzberger,
who has been on our Board since 1959. Punch spent almost his entire professional
career with the Company, beginning in 1951 as a reporter for The New York Times.
He became Chairman Emeritus of the Company in 1997, after having served as
Chairman and Chief Executive Officer since 1973. Punch was also Publisher of The
New York Times from 1963 to 1992. All of us at The New York Times Company are
immensely grateful for his many contributions to the success of the Company.
Robert A. Lawrence and Charles H. Price II will also be retiring from the Board
this year, after having served since 1993 and 1989. I thank them both for the
leadership that they have shown on our Board.
I am very pleased to have Cathy Sulzberger as a new nominee for election to our
Board this year. Cathy, who is Punch's daughter and my sister, is a fourth
generation member of the Ochs-Sulzberger family. She brings a deep appreciation
of the values and societal roles of The New York Times and our Company
throughout their history.
In addition to the formal items of business, my colleagues and I will review the
major Company developments since our last Annual Meeting 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.
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 16th.
Sincerely yours,
/s/ Arthur Sulzberger, Jr.
ARTHUR SULZBERGER, JR.
CHAIRMAN OF THE BOARD
<Page>
[THE NEW YORK TIMES COMPANY LOGO]
229 West 43rd Street
New York, NY 10036
tel 212-556-1234
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held April 16, 2002
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 16, 2002, at the New Amsterdam
Theatre, 214 West 42nd Street, New York, NY 10036, for the following purposes:
1. To elect a Board of 13 members;
2. 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 29, 2002; and
3. 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 15, 2002, 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 four of the 13 directors. Class A and Class B stockholders, voting
together as a single class, are entitled to vote on the proposal to ratify the
selection of Deloitte & Touche LLP as auditors for the 2002 fiscal year. Class B
stockholders are entitled to vote for the election of nine of the 13 directors
and on all other matters presented to the meeting.
New York, NY
March 5, 2002
By Order of the Board of Directors
/s/ Solomon B. Watson IV
SOLOMON B. WATSON IV
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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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.
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<Page>
TABLE OF CONTENTS
PAGE
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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.......................................... 20
Audit Committee Report................................................. 23
PROPOSAL NUMBER 2 - SELECTION OF AUDITORS.................................. 24
Audit Fees............................................................. 24
Financial Information Systems Design and Implementation Fees........... 24
All Other Fees......................................................... 24
Recommendation and Vote Required....................................... 24
OTHER MATTERS.............................................................. 24
Submission of Stockholder Proposals For 2003........................... 24
Certain Matters Relating to Proxy Materials and Annual Reports......... 25
APPENDIX I. Audit Committee Charter........................................ I-1
<Page>
1
THE NEW YORK TIMES COMPANY
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 16, 2002
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VOTING ON MATTERS BEFORE THE ANNUAL MEETING
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Q: WHAT AM I VOTING ON?
A: There are two items that stockholders are asked to vote on at the 2002
Annual Meeting:
o PROPOSAL 1: Election of the Board of Directors; and
o PROPOSAL 2: Ratification of the selection of our auditors, Deloitte
& Touche LLP, as auditors for the fiscal year ending December 29,
2002.
Q: WHO IS ENTITLED TO VOTE?
A: The New York Times Company has two classes of outstanding voting
securities: Class A common stock and Class B common stock. Stockholders of
record of Class A or Class B stock as of the close of business on February
15, 2002, may vote at the 2002 Annual Meeting. As of February 15, 2002,
there were 149,939,710 shares of Class A stock and 847,020 shares of Class
B stock outstanding. Each share of stock is entitled to one vote.
With respect to the two proposals to be voted on at the Annual Meeting:
o PROPOSAL 1: Class A stockholders may vote for the election of 4 of
the 13 directors. Class B stockholders may vote for the election of
9 of the 13 directors.
o PROPOSAL 2: Class A and B stockholders, voting together as a single
class, may vote on this proposal.
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," on page 2, for more details.
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 15, 2002.
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; 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 2 but
no effect on Proposal 1.
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 2 and no effect on Proposal 1.
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 5, 2002.
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.
<Page>
2
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VOTING METHODS
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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.
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VOTING IN PERSON AT THE ANNUAL MEETING
[GRAPHIC Attend the Annual Meeting to be held at 10:00 a.m. on Tuesday,
OMITTED] April 16, 2002, 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.
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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.
[GRAPHIC Mark your selections.
OMITTED]
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.
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TELEPHONE VOTING (AVAILABLE 24 HOURS A DAY)
[GRAPHIC Call 1-877-PRX-VOTE (1-877-779-8683)
OMITTED]
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.
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PROXY CARD VOTING BY MAIL
[GRAPHIC Mark your selections.
OMITTED]
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.
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3
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WHERE TO FIND MORE INFORMATION ON THE NEW YORK TIMES COMPANY
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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 30, 2001, 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 5, 2002) and the date of our Annual Meeting
(April 16, 2002).
HOW TO OBTAIN DOCUMENTS INCORPORATED BY REFERENCE
o You can obtain any of the incorporated documents (including an additional
copy of our 2001 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 1, 2002, 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.
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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 5, 2002. 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.
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4
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GENERAL INFORMATION
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THE 1997 TRUST
Since the purchase of THE NEW YORK TIMES newspaper by Adolph S. Ochs in 1896,
control of THE NEW YORK TIMES 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 held by various family members, from Adolph S. Ochs to 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, Judith P. Sulzberger and Arthur Ochs Sulzberger (the "grantors").
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 1997 Trust is also the
indirect owner of an additional 5,260,300 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 current trustees of the 1997 Trust, as amended, are Daniel H. Cohen, Lynn G.
Dolnick, Jacqueline H. Dryfoos, Arthur Golden, Michael Golden, Arthur Ochs
Sulzberger, Arthur Sulzberger, Jr., and Cathy J. Sulzberger (the "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, 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.
The Trustees 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;
(ii) to nominate the trustees who also serve on the Company's Board of
Directors; and (iii) 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. The Trustees act by the
affirmative vote of six of the eight Trustees. Generally, a Trustee may be
removed by the agreement of six of the remaining seven Trustees. In general,
when a vacancy occurs in the position of a trustee who does not serve on the
Company's Board of Directors, the new trustee shall be elected by the
beneficiaries of the 1997 Trust.
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.
<Page>
5
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PRINCIPAL HOLDERS OF COMMON STOCK
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The following table sets forth the only persons who, to the knowledge of
management, owned beneficially on February 15, 2002, more than 5% of the
outstanding shares of either Class A or Class B stock:
<Table>
<Caption>
SHARES (%)
--------------------------------------------------------------
NAME AND ADDRESS CLASS A CLASS B
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1997 Trust(1,2).................................................. 7,399,110 (4.9%) 738,810 (87.2%)
229 West 43rd Street
New York, NY 10036
Daniel H. Cohen(1,2,3)........................................... 7,476,646 (5.0%) 740,430 (87.4%)
229 West 43rd Street
New York, NY 10036
Lynn G. Dolnick(1,2,4)........................................... 7,441,312 (4.9%) 739,928 (87.4%)
229 West 43rd Street
New York, NY 10036
Jacqueline H. Dryfoos(1,2,5)..................................... 7,892,416 (5.2%) 739,410 (87.3%)
229 West 43rd Street
New York, NY 10036
Arthur S. Golden(1,2,6).......................................... 7,504,012 (5.0%) 739,928 (87.4%)
229 West 43rd Street
New York, NY 10036
Michael Golden(1,2,7)............................................ 7,710,762 (5.1%) 739,930 (87.4%)
229 West 43rd Street
New York, NY 10036
Arthur Ochs Sulzberger(1,2,8).................................... 13,376,576 (8.8%) 742,380 (87.6%)
229 West 43rd Street
New York, NY 10036
Arthur Sulzberger, Jr.(1,2,9).................................... 7,872,433 (5.2%) 739,770 (87.3%)
229 West 43rd Street
New York, NY 10036
Cathy J. Sulzberger(1,2,10)...................................... 7,482,880 (5.0%) 739,770 (87.3%)
229 West 43rd Street
New York, NY 10036
Prudential Financial, Inc.(11)................................... 9,853,454 (6.5%) 0
751 Broad Street
Newark, NJ 07102
</Table>
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1. Each of the Trustees shares 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, the Trustees could
be deemed to comprise a "group" within the meaning of SEC regulations.
Such group is the beneficial owner in the aggregate of 14,963,267 shares
of Class A stock, representing approximately 9.8% of the outstanding
shares of Class A stock, which shares include 749,876 shares issuable upon
the conversion of 749,876 shares of Class B stock and 1,507,928 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. This number also
includes 5,260,300 shares of Class A stock owned indirectly by the Trust.
2. Class B stock is convertible into Class A stock on a share-for-share
basis. Ownership of Class B stock is therefore deemed to be beneficial
ownership of Class A stock under SEC regulations. For purposes of the
table of Class A stock ownership, it has been assumed that each person
listed therein as holding Class B stock has converted into Class A stock
all shares of Class B stock of which that person is deemed the beneficial
owner. Thus all shares of Class B stock held by the 1997 Trust
(FOOTNOTES CONTINUE ON FOLLOWING PAGE)
<Page>
6
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
and by the Trustees have been included in the calculation of the total
amount of Class A stock owned by each such person as well as in the
calculation of the total amount of Class B stock owned by each such
person. As a result of this presentation, there are substantial
duplications in the number of shares and percentages shown in the table.
3. In addition to the amounts of Class A and Class B stock described in notes
1 and 2, the holdings for Mr. Cohen include (a) 25,140 shares of Class A
stock held jointly with his wife, 3,168 shares of Class A stock held
solely and 1,620 shares of Class B stock held solely and (b) 47,608 shares
of Class A stock held by two charitable trusts of which Mr. Cohen is a
co-trustee and of which Mr. Cohen disclaims beneficial ownership.
4. In addition to the amounts of Class A and Class B stock described in notes
1 and 2, the holdings for Dr. Dolnick include (a) 11,734 shares of Class A
stock and 1,118 shares of Class B stock held jointly with her husband and
(b) 29,350 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.
5. In addition to the amounts of Class A and Class B stock described in notes
1 and 2, the holdings for Ms. Dryfoos include (a) 484,706 shares of Class
A stock and 600 shares of Class B stock held solely and (b) 8,000 shares
of Class A stock which could be acquired within 60 days upon the exercise
of 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 and 2, the holdings for Mr. A. Golden include (a) 5,784 shares of Class
A stock and 1,118 shares of Class B stock held jointly with his wife and
(b) 98,000 shares of Class A stock held by two charitable trusts of which
Mr. A. Golden is the sole trustee. The holdings of Class A stock reported
for Mr. A. Golden exclude 35,886 shares of Class A stock held by trusts of
which Mr. A. Golden's wife is a trustee and the beneficiaries of which are
their children.
7. In addition to the amounts of Class A and Class B stock described in notes
1 and 2, the holdings for Mr. M. Golden include (a) 6,026 shares of Class
A stock and 1,120 shares of Class B stock held solely and 28,848 shares of
Class A stock held jointly with his wife and (b) 275,658 shares which can
be acquired within 60 days upon the exercise of options granted under the
Company's 1991 Executive Stock Incentive Plan (the "NYT Stock Plan") (of
which 65,562 have been transferred to a family limited partnership). The
holdings of Class A stock reported for Mr. M. Golden exclude 700 shares of
Class A stock owned by his wife as her separate property.
8. In addition to the amounts of Class A and Class B stock described in notes
1 and 2, the holdings for Mr. Sulzberger include (a) 4,867,384 shares of
Class A stock and 3,570 shares of Class B stock held solely, (b) 798,876
shares of Class A stock which could be acquired within 60 days upon the
exercise of options granted under the NYT Stock Plan and the Directors'
Plan, and (c) 307,636 shares of Class A stock held by The Sulzberger
Foundation, Inc., a private foundation of which he is an officer and
director. The holdings of Class A stock reported for Mr. Sulzberger
exclude 2,054 shares of Class A stock owned by his wife as her separate
property.
9. In addition to the amounts of Class A and Class B stock described in notes
1 and 2, the holdings reported for Mr. Sulzberger, Jr. include (a) 26,150
shares of Class A stock and 960 shares of Class B stock held solely and
1,129 shares of Class A stock held jointly with his wife, (b) 19,690
shares of Class A stock held by trusts of which Mr. Sulzberger, Jr. is a
co-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, and (c) 425,394 shares which could be
acquired within 60 days upon the exercise of options granted under the NYT
Stock Plan (of which 100,196 have been transferred to a family limited
partnership). The holdings of Class A stock reported for Mr. Sulzberger,
Jr. exclude 21,870 shares of Class A stock held by trusts of which Mr.
Sulzberger, Jr.'s wife is a co-trustee and the beneficiaries of which are
their children.
10. In addition to the amounts of Class A and Class B stock described in notes
1 and 2, the holdings for Ms. Sulzberger include (a) 40,271 shares of
Class A stock and 960 shares of Class B stock held solely and (b) 33,948
shares of Class A stock held by two trusts of which Ms. Sulzberger is the
sole trustee and 8,591 shares of Class A stock held by one trust of which
Ms. Sulzberger is a co-trustee. Ms. Sulzberger disclaims beneficial
ownership of all shares of Class A stock held by the three trusts. The
holdings of Class A stock reported for Ms. Sulzberger exclude 1,506 shares
of Class A stock held by her husband as his separate property.
11. According to information contained in its filing with the SEC pursuant to
Section 13(g) of the Securities Exchange Act of 1934, as amended, by
Prudential Financial, Inc. ("Prudential Financial"), as of December 31,
2001, Prudential Financial may be deemed to have beneficially owned
9,853,454 shares of Class A stock. According to the filing, 2,100 of such
shares were held for the benefit of the general account of its subsidiary,
Prudential Insurance Company of America, and the remaining 9,851,354
shares were held for Prudential Financial's own benefit or for the benefit
of its clients by its separate accounts, externally managed accounts,
registered investment companies, subsidiaries and/or other affiliates,
including Prudential Financial's subsidiary, Jennison Associates LLC
("Jennison"). According to the separate filing made by Jennison, in its
role as an investment adviser of various managed portfolios, as of
December 31, 2001, Jennison may be deemed to have been the beneficial
owner of 9,050,911 of these shares of Class A stock. Each filing states
that the shares were acquired in the ordinary course of business and not
with the purpose or effect of changing or influencing control of the
Company.
<Page>
7
- --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS
- --------------------------------------------------------------------------------
The following table shows the beneficial ownership, reported to the Company as
of February 15, 2002, 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
2001 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."
<Table>
<Caption>
SHARES (%)
--------------------------------------------------------------
CLASS A CLASS B
- ------------------------------------------------------------------------------------------------------------------------------------
John F. Akers(1)................................................. 31,542 0
Director
Brenda C. Barnes(1).............................................. 21,450 0
Director
Raul E. Cesan(1)................................................. 37,000 0
Director
Jacqueline H. Dryfoos(2,3)....................................... 7,892,416 (5.2%) 739,410 (87.3%)
Director
Michael Golden (2,3)............................................. 7,710,762 (5.1%) 739,930 (87.4%)
Vice Chairman, Senior Vice President and Director
William E. Kennard............................................... 1,200 0
Director
Robert A. Lawrence(1)............................................ 61,996 0
Director
Russell T. Lewis(4).............................................. 416,959 0
President, Chief Executive Officer and Director
David E. Liddle(1)............................................... 10,600 0
Director
Ellen R. Marram(1)............................................... 20,000 0
Director
John M. O'Brien(4,5)............................................. 335,894 0
Former Senior Vice President and Chief Financial Officer
Charles H. Price II(1)........................................... 31,325 0
Director
Janet L. Robinson(4)............................................. 205,286 0
Senior Vice President, Newspaper Operations, and
President and General Manager of THE NEW YORK TIMES
Henry B. Schacht(1).............................................. 22,000 0
Director
Donald M. Stewart(1)............................................. 27,710 0
Director
Arthur Ochs Sulzberger(2,3)...................................... 13,376,576 (8.8%) 742,380 (87.6%)
Chairman Emeritus and Director
Arthur Sulzberger, Jr.(2,3)...................................... 7,872,433 (5.2%) 739,770 (87.3%)
Chairman of the Board, Publisher of THE NEW YORK TIMES
and Director
</Table>
(TABLE CONTINUES AND FOOTNOTES APPEAR ON FOLLOWING PAGE)
<Page>
8
<Table>
<Caption>
SHARES (%)
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A CLASS B
- ------------------------------------------------------------------------------------------------------------------------------------
Cathy J. Sulzberger(2,3)......................................... 7,482,880 (5.0%) 739,770 (87.3%)
Nominee for Director
All Directors, Nominees and Executive Officers(2)
(27 individuals)................................................. 16,206,210 (10.6%) 746,020 (88.1%)
</Table>
- ----------
NOTE: EACH INDIVIDUAL DIRECTOR, NOMINEE AND EXECUTIVE OFFICER HAS BENEFICIAL
OWNERSHIP OF LESS THAN 1%, OTHER THAN IN THOSE INSTANCES NOTED.
1. The amounts reported include shares of Class A stock which could be
acquired within 60 days upon the exercise of stock options under the
Directors' Plan, as follows: Mr. Akers: 22,000 shares; Ms. Barnes: 16,000
shares; Mr. Cesan: 12,000 shares; Mr. Lawrence: 26,000 shares; Dr. Liddle:
8,000 shares; Ms. Marram: 16,000 shares; Ambassador Price: 28,000 shares;
Mr. Schacht: 12,000 shares; Dr. Stewart: 20,000 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. See "Principal Holders of Common Stock" and "The 1997 Trust" for a
discussion of this director's holdings.
4. The amounts reported include shares of Class A stock which could be
acquired within 60 days upon the exercise of stock options under the NYT
Stock Plan, as follows: Mr. Lewis: 343,694 shares (of which 29,673 options
have been transferred to his two children); Mr. O'Brien: 333,641 shares;
Ms. Robinson: 191,528 shares. Also, the amounts reported include 70,000
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.
5. Mr. O'Brien resigned as Senior Vice President and Chief Financial Officer
effective December 31, 2001.
- --------------------------------------------------------------------------------
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
2001.
<Page>
9
- --------------------------------------------------------------------------------
PROPOSAL NUMBER 1 -
ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
Thirteen Directors will be elected to the Board of The New York Times Company at
the 2002 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 2001 Annual Meeting for which
proxies were solicited, except for William E. Kennard, who was elected by the
Board of Directors on May 15, 2001, and Cathy J. Sulzberger.
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 four
of the 13 directors; Class B stockholders will elect nine. Directors are elected
by a plurality of the votes cast.
<Table>
<Caption>
CLASS A NOMINEES (4) CLASS B NOMINEES (9)
- --------------------------------------------------------------------------------
Raul E. Cesan John F. Akers
William E. Kennard Brenda C. Barnes
Henry B. Schacht Jacqueline H. Dryfoos
Donald M. Stewart Michael Golden
Russell T. Lewis
David E. Liddle
Ellen R. Marram
Arthur Sulzberger, Jr.
Cathy J. Sulzberger
</Table>
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 NOMINEES:
o Cathy J. Sulzberger and Arthur Sulzberger, Jr. are siblings.
o Michael Golden, Arthur Sulzberger, Jr., Cathy J. Sulzberger and Jacqueline
H. Dryfoos are cousins.
o Robert A. Lawrence, Charles H. Price II and Arthur Ochs Sulzberger are
retiring from the Board and are not standing for re-election to the Board
at the 2002 Annual Meeting.
- --------------------------------------------------------------------------------
PROFILES OF NOMINEES FOR THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
The following information was provided by the nominees:
CLASS A DIRECTORS
[PHOTO OMITTED] RAUL E. CESAN
AGE: 54
DIRECTOR SINCE: 1999
PRINCIPAL OCCUPATION: Director of various
corporations and consultant
RECENT BUSINESS EXPERIENCE: President and Chief Operating
Officer of Schering-Plough
Corporation (from 1998 to
2001), 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: First Health Group Corp.
COMMITTEE MEMBERSHIPS: Audit and Finance
- --------------------------------------------------------------------------------
<Page>
10
- --------------------------------------------------------------------------------
[PHOTO OMITTED] WILLIAM E. KENNARD
AGE: 45
DIRECTOR SINCE: 2001
PRINCIPAL OCCUPATION: Managing Director, The
Carlyle Group
RECENT BUSINESS EXPERIENCE: Chairman of the Federal
Communications Commission
(from 1997 to 2001), General
Counsel of the Federal
Communications Commission
(from 1993 to 1997)
OTHER DIRECTORSHIPS: Nextel Communications, Inc.
and Handspring, Inc.
COMMITTEE MEMBERSHIPS: Nominating & Governance, and
Finance
- --------------------------------------------------------------------------------
[PHOTO OMITTED] HENRY B. SCHACHT
AGE: 67
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
to January 2001), 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: Agere Systems, Avaya Inc.,
Alcoa Inc. (Aluminum Company
of America), Johnson &
Johnson, Knoll, Inc. and
Lucent Technologies Inc.
COMMITTEE MEMBERSHIPS: Finance and Compensation
- --------------------------------------------------------------------------------
[PHOTO OMITTED] DONALD M. STEWART
AGE: 63
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 the
Scholastic Assessment Test
(SAT) 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: Compensation, Foundation, and
Nominating & Governance
- --------------------------------------------------------------------------------
<Page>
11
- --------------------------------------------------------------------------------
CLASS B DIRECTORS
[PHOTO OMITTED] JOHN F. AKERS
AGE: 67
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., Lehman
Brothers Holdings Inc.,
Hallmark Cards, Inc., and
W.R. Grace & Co.
COMMITTEE MEMBERSHIPS: Finance (Chairman),
Compensation, and Nominating
& Governance
- --------------------------------------------------------------------------------
[PHOTO OMITTED] BRENDA C. BARNES
AGE: 48
DIRECTOR SINCE: 1998
PRINCIPAL OCCUPATION: Adjunct Professor, Kellogg
Graduate School of
Management; Visiting
Lecturer, North Central
College; and 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., LucasArts
Entertainment Company L.L.C.
and LucasDigital Ltd.
COMMITTEE MEMBERSHIPS: Compensation (Chairman) and
Finance
- --------------------------------------------------------------------------------
[PHOTO OMITTED] JACQUELINE H. DRYFOOS
AGE: 58
DIRECTOR SINCE: 2000
PRINCIPAL OCCUPATION: Psychotherapist
RECENT BUSINESS EXPERIENCE: Private Practice (from 1981)
Institute of Contemporary
Psychotherapy (from 1986 to
2000)
COMMITTEE MEMBERSHIPS: Foundation (Chairman) and
Finance
- --------------------------------------------------------------------------------
<Page>
12
- --------------------------------------------------------------------------------
[PHOTO OMITTED] MICHAEL GOLDEN
AGE: 52
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 OMITTED] RUSSELL T. LEWIS
AGE: 54
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 OMITTED] DAVID E. LIDDLE
AGE: 57
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
- --------------------------------------------------------------------------------
<Page>
13
- --------------------------------------------------------------------------------
[PHOTO OMITTED] ELLEN R. MARRAM
AGE: 55
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, Eli Lilly
and Company (effective June
1, 2002)
COMMITTEE MEMBERSHIPS: Audit (Chairman), Foundation,
and Nominating & Governance
- --------------------------------------------------------------------------------
[PHOTO OMITTED] CATHY J. SULZBERGER
AGE: 52
PRINCIPAL OCCUPATION: Partner, LHIW Real Estate
Development Partnership
RECENT BUSINESS EXPERIENCE: Director, The Chattanooga
Times (from 1996 to 1999);
Consumer Affairs Consultant,
Consumer Relations and
Information Development,
National Association of
Retail Druggists (from 1980
to 1988)
- --------------------------------------------------------------------------------
[PHOTO OMITTED] ARTHUR SULZBERGER, JR.
AGE: 50
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 & Governance, 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 2001, Arthur Sulzberger, Jr., Arthur Ochs Sulzberger's son, was
employed as Chairman of the Company and Publisher of THE NEW YORK TIMES; Michael
Golden was employed as Vice Chairman and Senior Vice President of the Company;
Stephen Golden, Michael Golden's brother, 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,
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, Jacqueline Dryfoos's sister, formerly Director,
Times History Productions, was on a paid leave of absence ending on November 30,
2001, at which time she retired. For 2001, the Company paid Mr. Stephen Golden
an aggregate of $540,117, Mr. Cohen an aggregate of $244,325 (and reimbursed
related expenses) and Ms. Susan Dryfoos an aggregate of $180,567. See
"Compensation of Executive Officers" for a description of Mr. Sulzberger, Jr.'s
and Mr. Michael Golden's compensation. Mr. Sulzberger, Jr., Mr. Michael Golden,
Mr. Stephen Golden, Ms. Jacqueline Dryfoos, Ms. Susan Dryfoos and Mr. Cohen are
all cousins.
<Page>
14
- --------------------------------------------------------------------------------
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.
DIRECTOR RETIREMENT AGE: None of our non-employee directors will stand for
re-election after his or her 70th birthday.
DIRECTORS AS STOCKHOLDERS: Each of our directors beneficially owns 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 (at which the news stories
for the following day's front page are determined). In addition, all directors
are provided with written materials on each of the different business units of
The New York Times Company.
NOMINATING AND GOVERNANCE COMMITTEE: The Nominating and Governance Committee was
created in 1997 to make recommendations on Board and Committee size and
composition and to recommend nominees for election to the Board. The Committee
also advises our Board on corporate governance matters.
BOARD EVALUATIONS: Our Board has initiated a Board evaluation process to
faciliate an examination and discussion of how our Board functions as a group
and with senior management of our Company. We believe that our shareholders'
interests can be best protected by acknowledging the separate responsibilities
of management and our Board and by ensuring an open environment for Board and
management discussions and actions.
NO INTERLOCKING DIRECTORSHIPS: The Chairman of the Board, as Publisher of The
New York Times newspaper, does not sit on any other company board. 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 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.
CHAIRMAN EVALUATION: In consultation with all non-employee directors, the
Compensation Committee annually evaluates the performance of our Chairman.
AUDIT COMMITTEE CHARTER: A copy of the Audit Committee's current Charter is set
out in the Appendix to this Proxy Statement. The Charter includes specific
provisions that: (i) the Committee will meet, at each of its meetings, 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 2001: Seven
BOARD COMMITTEES: Five Standing Committees: Audit, Compensation, Finance,
Foundation, Nominating & Governance. See "Board Committees" for Committee
descriptions and membership.
TOTAL COMMITTEE MEETINGS IN 2001: 18
ATTENDANCE: All directors attended 75% or more of the total Board and Committee
meetings, except Donald H. Stewart who attended only 71% of the meetings because
of scheduling conflicts.
- --------------------------------------------------------------------------------
STOCKHOLDERS WISHING TO RECOMMEND DIRECTOR CANDIDATES FOR CONSIDERATION BY THE
NOMINATING & GOVERNANCE 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.
- --------------------------------------------------------------------------------
<Page>
15
BOARD COMMITTEES
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------------
MEETINGS
NAME OF COMMITTEE AND MEMBERS FUNCTIONS OF THE COMMITTEE IN 2001
- ------------------------------------------------------------------------------------------------------------------------------------
AUDIT o Selects the Company's independent auditors, subject to ratification by the 3
Ellen R. Marram, Chairman stockholders, and receives periodic reports from the auditors and
Raul E. Cesan management regarding the auditors' independence. Recommends appropriate
David E. Liddle action to ensure the auditors' independence.
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 each meeting 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
Brenda C. Barnes, Chairman officers and senior management, including base salaries, salary increases,
John F. Akers incentive compensation plans and awards. Reviews the reasonableness and
David E. Liddle appropriateness of all such compensation.
Henry B. Schacht
Donald M. Stewart o Adopts and oversees the administration of incentive compensation and
executive stock plans and determines awards granted to executive 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.
o In consultation with all non-employee Directors, annually evaluates the
performance of the Chairman.
o Appoints the ERISA Management Committee, which oversees administration of
the Company's retirement and savings plans and which reports to the
Compensation Committee once a year.
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCE o Reviews the Company's financial policies, including, without limitation, 6
John F. Akers, Chairman dividend policy, stock repurchase, short- and long-term financing,
Brenda C. Barnes material acquisitions and dispositions and capital expenditures.
Raul E. Cesan
Jacqueline H. Dryfoos o Establishes (and adjusts from time to time) investment policies for the
William E. Kennard Company's retirement and savings plans.
Robert A. Lawrence
Henry B. Schacht o Appoints the Pension Investment Committee, which appoints and reviews the
performance of the trustees and investment managers for the Company's
retirement and savings plans and which reports to the Finance Committee
from time to time.
- ------------------------------------------------------------------------------------------------------------------------------------
FOUNDATION o Reviews and provides input on the policies and direction of The New York 3
Jacqueline H. Dryfoos, Chairman Times Company Foundation.
Michael Golden
Ellen R. Marram
Donald M. Stewart
Arthur Sulzberger, Jr.
- ------------------------------------------------------------------------------------------------------------------------------------
NOMINATING & GOVERNANCE o Makes recommendations to the Board regarding the composition of the Board and 3
its Committees, including size and qualifications for membership.
Robert A. Lawrence, Chairman
John F. Akers o Recommends candidates to the Board for election to the Board at the Annual
William E. Kennard Meeting.
Ellen R. Marram
Donald M. Stewart o Advises the Board on appropriate compensation for outside directors.
Arthur Ochs Sulzberger
Arthur Sulzberger, Jr. o Advises the Board on corporate governance matters.
- ------------------------------------------------------------------------------------------------------------------------------------
</Table>
<Page>
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 2001, the Company paid an aggregate of
approximately $536,529 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. The Company also matches charitable contributions of retired Directors. A
Director is considered "retired" if such director has served at least five years
on the Board and is at least age 60 at the time he or she leaves the Company's
Board.
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 2001 to non-employee Directors relative to this insurance was $3,275
in aggregate. Life insurance of $25,000 is maintained on the life of each
retired non-employee Director.
- --------------------------------------------------------------------------------
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
- --------------------------------------------------------------------------------
Combined insurance, including directors' and officers' liability insurance, was
purchased effective December 21, 2001, for a period of one year. The aggregate
limit for the combined insurance is $100 million for a one-year term. The total
cost to the Company is $4,462,000. If the $100 million limit is exhausted in
covering claims not involving directors' and officers' liability, there is a
separate $50 million side limit available for directors' and officers'
liability. The insurance carriers are Continental Casualty Company, American
Home Assurance Company, Lumberman's Mutual Casualty, Great Lakes Reinsurance,
Starr Excess International, Liberty Insurance Underwriters, Zurich-American
Insurance Company, and Chubb Atlantic Indemnity.
<Page>
17
- --------------------------------------------------------------------------------
COMPENSATION OF EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
The following tables and discussion summarize the compensation for the fiscal
year ended December 30, 2001, of our chief executive officer and each of our
four other most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER RESTRICTED
ANNUAL STOCK STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) ($)(3) (#) ($) ($)(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr.............. 2001 920,000 0 4,920 0 150,000 500,000 5,100
Chairman of the Board and 2000 870,000 1,305,000 5,064 0 150,000 600,000 4,800
Publisher of THE NEW YORK TIMES 1999 598,000 837,200 5,124 0 150,000 0 3,500
Russell T. Lewis................... 2001 920,000 0 16,011 2,152,750 150,000 500,000 5,100
President and Chief 2000 870,000 1,305,000 16,374 805,000 150,000 600,000 4,800
Executive Officer 1999 845,000 1,183,000 16,434 0 150,000 0 4,800
Michael Golden..................... 2001 530,000 0 4,920 0 80,000 250,000 5,100
Vice Chairman and Senior 2000 500,000 650,000 5,064 0 80,000 300,000 4,800
Vice President 1999 380,000 456,000 5,124 0 80,000 0 4,800
John M. O'Brien(5)................. 2001 530,000 344,500 11,480 0 80,000 250,000 5,100
Senior Vice President and 2000 500,000 800,000 16,374 0 80,000 150,000 4,800
Chief Financial Officer 1999 422,000 506,400 16,434 0 80,000 0 4,800
Janet L. Robinson.................. 2001 595,000 83,333 6,076 0 80,000 125,000 5,100
Senior Vice President, 2000 500,000 650,000 6,192 322,000 80,000 150,000 4,800
Newspaper Operations, and 1999 454,667 454,668 8,838 0 80,000 0 4,800
President & General
Manager, THE NEW YORK TIMES
</Table>
- ----------
1. Salaries are generally set and paid on a calendar year basis.
2. Amounts shown in column (e) represent tax payment reimbursements.
3. The amounts set forth in column (f) represent the value (on the dates
granted) of 50,000 shares of restricted stock granted to Mr. Lewis in
2001, and 20,000 shares of restricted stock granted to Mr. Lewis in 2000
and 8,000 shares of restricted stock granted to Ms. Robinson in 2000. The
restricted stock granted in 2001 will vest 100% on the anniversary of the
grant date in 2006 and the restricted stock granted in 2000 will vest 50%
on the anniversary of the grant date in 2003 and 50% 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 periods.
At December 28, 2001, Mr. Lewis's shares have an aggregate market value of
$3,070,200, and Ms. Robinson's shares have an aggregate market value of
$350,880.
4. Amounts shown in column (i) represent amounts contributed by us as 50%
matching contributions for the first 6% of earnings contributed by or on
behalf of the named individuals to our Supplemental Retirement and
Investment Plan.
5. John M. O'Brien resigned as Senior Vice President and Chief Financial
Officer effective December 31, 2001, after 41 years of service to the
Company. The Company has entered into a Separation Arrangement (the
"Arrangement") with Mr. O'Brien. Pursuant to this Arrangement, Mr. O'Brien
will be on a paid leave of absence through June 30, 2003, during which
period he will be available as a consultant to the Company and will
continue to receive his current salary and benefits. In addition to the
annual bonus noted in the table above, Mr. O'Brien will receive an
equivalent amount or, if greater, a payment at the payout rate achieved
based on the attainment of the 2002 performance goals as such goals are
approved by the Compensation Committee of the Board of Directors of the
Company. Mr. O'Brien will receive a grant of stock options in 2002 in an
amount comparable to options granted in 2001. Mr. O'Brien will be eligible
to receive a long-term performance award for each of the three-year cycles
through the period ending June 2003 at a target amount comparable to his
target amount for the cycle ended 2001. Any such award will be contingent
on the Company's performance compared with the performance of certain peer
companies. Effective upon his retirement in 2003, Mr. O'Brien will enter
into a non-competition agreement with the Company.
<Page>
18
OPTION GRANTS IN LAST FISCAL YEAR
<Table>
<Caption>
GRANT DATE
INDIVIDUAL GRANTS(1) VALUE(2)
-----------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F)
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION GRANT DATE
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE PRESENT VALUE ($)
- -------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr................. 150,000 2.80 43.0550 12/18/2011 1,969,500
Russell T. Lewis...................... 150,000 2.80 43.0550 12/18/2011 1,969,500
Michael Golden........................ 80,000 1.49 43.0550 12/18/2011 1,050,400
John M. O'Brien....................... 80,000 1.49 43.0550 12/18/2011 1,050,400
Janet L. Robinson..................... 80,000 1.49 43.0550 12/18/2011 1,050,400
</Table>
- ----------
1. The options granted to the named individuals in 2001 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 Present Value" has
been calculated using the Black-Scholes model of option valuation,
adjusted to reflect an option term of 4.46 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 seven others who were named executive officers during that
period. The model also assumes: (a) an interest rate of 4.60% that
represents the interest rate on a U.S. Treasury Bond with a maturity date
corresponding to that of the adjusted option term of 4.46 years; (b)
volatility of 31.89% calculated using weekly stock prices for the 4.46
years (233 weeks) prior to the grant date; and (c) dividends at the rate
of $.50 per share, which was the annualized rate of dividends on a share
of Class A common stock as of the grant date. Based on this model, the
calculated value of the options on the December 18, 2001 grant date was
determined to be $13.13 per option.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES(1)
<Table>
<Caption>
(A) (B) (C-1) (C-2) (D) (E)
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED AGGREGATE ANNUALIZED FY-END (#) FY-END ($)
ON EXERCISE VALUE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($)(2) REALIZED ($)(3) UNEXERCISABLE(4) UNEXERCISABLE(5)
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr. ............... 60,086 1,834,227 310,670 425,394/375,000 4,310,126/627,135
Russell T. Lewis...................... 24,414 646,185 140,979 343,694/375,000 2,308,847/627,135
Michael Golden........................ 0 N/A N/A 275,658/200,000 3,830,639/334,472
John M. O'Brien....................... 27,282 546,012 130,230 160,921/200,000 975,021/334,472
Janet L. Robinson..................... 60,747 1,682,249 363,582 191,528/197,500 1,471,994/310,682
</Table>
- ----------
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 28, 2001 ($43.86) minus
the option exercise price.
<Page>
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 $0, depending on the total return to
holders of Class A stock relative to the total return to holders of stock in the
companies that make up the "peer group" described under "Performance
Presentation" during such three-year periods.
<Table>
<Caption>
PRICE-BASED PLANS
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
----------------------------------------------------
(A) (B) (C) (D) (E) (F)
NUMBER OF PERFORMANCE OR OTHER
SHARES, UNITS OR PERIOD UNTIL
NAME OTHER RIGHTS (#) MATURATION OR PAYOUT THRESHOLD ($) TARGET ($) MAXIMUM ($)
- --------------------------------------------------------------------------------------------------------------------------------
Arthur Sulzberger, Jr.......... 1 3 years (2002-2004) 100,000 400,000 700,000
Russell T. Lewis............... 1 3 years (2002-2004) 100,000 400,000 700,000
Michael Golden................. 1 3 years (2002-2004) 50,000 200,000 350,000
John M. O'Brien(1)............. 1 3 years (2002-2004) 50,000 200,000 350,000
Janet L. Robinson.............. 1 3 years (2002-2004) 50,000 200,000 350,000
</Table>
- ----------
1. Mr. O'Brien resigned as Senior Vice President and Chief Financial Officer
effective December 31, 2001. See Summary Compensation Table, Footnote 5.
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 2001 is the sum of
(i) the amount shown for 2001 in column (c) of the Summary Compensation Table
and (ii) the annual bonus earned for 2000. Annual covered compensation for 2001
was $2,225,000 for Arthur Sulzberger, Jr., $2,225,000 for Russell T. Lewis,
$1,180,000 for Michael Golden, $1,330,000 for John M. O'Brien and $1,245,152 for
Janet L. Robinson.
The named executive officers had the following full years of credited service as
of December 30, 2001: Arthur Sulzberger, Jr.: 23; Russell T. Lewis: 30; Michael
Golden: 17; John M. O'Brien: 38; and Janet L. Robinson: 18.
<Page>
20
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total stockholder return for the
five years ending December 31, 2001, on an assumed investment of $100 on
December 31, 1996, 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. 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.
STOCK PERFORMANCE COMPARISON BETWEEN S&P 500, THE NEW YORK TIMES
COMPANY'S CLASS A STOCK AND PEER GROUP COMMON STOCK
[LINE GRAPH OMITTED]
[The following table was depicted as a line graph in the printed material.]
<Table>
<Caption>
12/31/96 12/31/97 12/31/98 12/31/99 12/31/2000 12/31/2001
-------- -------- -------- -------- ---------- ----------
NYT $100 $176 $187 $268 $221 $241
Peer Group $100 $158 $171 $223 $189 $191
S&P 500 $100 $133 $168 $208 $187 $166
</Table>
- --------------------------------------------------------------------------------
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 2000, the Committee structured 2001 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 2001-2003 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.
<Page>
21
COMMITTEE PROCEDURES
The Committee consists solely of non-employee directors of the Company.
Prior to the Committee's determination of 2001 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.
Approximately 23 companies were included in the survey, with annual revenues
ranging from approximately $1.4 billion to $20.2 billion, with an average of
$6.1 billion and a median of $3.2 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
2001 in late 2000. Salary increases, including increases for the named executive
officers, were based on a review of the competitive data described above. The
2001 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 $920,000, an amount which is slightly above the median
for base salaries for their comparable positions at other companies.
ANNUAL BONUSES
Annual bonus potentials for 2001 were set for executive officers in early 2001
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 2001 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.
The 2001 earnings per share targets, which were used to determine annual bonuses
for Mr. Sulzberger, Jr. and Mr. Lewis, were not met. As a result, no annual
bonus payouts were made to these executives. In 2000 and 1999 the earnings per
share targets set for their annual bonuses were substantially exceeded,
resulting in bonus payouts at the maximum amounts permitted under the plan for
those years.
LONG-TERM COMPENSATION
The number of stock options granted to each executive officer in 2001 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 2001, the Committee did not consider the number of options previously granted
that remain outstanding.
Long-term performance award potentials for the three-year period 2001-2003 were
set in late 2000 and those for 2002-2004 were set in late 2001. 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
<Page>
22
for the three-year cycle ended December 2001, the potentials for which were set
in 1998, were paid in February 2002. Long-term performance awards for the
three-year cycle ended December 2000, the potentials for which were also 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 2001 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 2001 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 2001 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, 2001 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, in instituting strong management succession and development
programs, and in managing the Company's affairs during the country's economic
downturn.
Brenda C. Barnes, CHAIRMAN
John F. Akers
David E. Liddle
Henry B. Schacht
Donald M. Stewart
<Page>
23
- --------------------------------------------------------------------------------
AUDIT COMMITTEE REPORT
- --------------------------------------------------------------------------------
To the Stockholders of The New York Times Company:
Our Audit Committee is comprised of four non-employee directors and operates
under a written charter adopted by the Board of Directors (see Appendix). The
Board of Directors has determined that each Committee member is "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 2001 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 and/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 that no information technology consulting
services relating to financial information systems design and implementation
services were provided by Deloitte & Touche LLP in 2001. The Committee has also
considered whether the provision of other non-audit services by Deloitte &
Touche LLP in 2001 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 30, 2001, for filing with the
Securities and Exchange Commission. 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
29, 2002.
Ellen R. Marram, CHAIRMAN
Raul E. Cesan
David E. Liddle
Charles H. Price II
<Page>
24
- --------------------------------------------------------------------------------
PROPOSAL NUMBER 2 -
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 29, 2002, 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 30, 2001, and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for that
fiscal year were $1,249,000.
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 30, 2001.
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 30, 2001, were $2,433,000, including audit-related
services of approximately $203,000 and nonaudit-related services of
approximately $2,230,000. Audit-related services include audits of the Company's
benefit plans and fees for accountants' consents and comfort letters.
Nonaudit-related services were for tax services.
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 29, 2002,
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 2003
Stockholders who intend to present proposals at the 2003 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, 2002. Such proposals must meet the
requirements of the SEC to be eligible for inclusion in the Company's 2003 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, 2003.
<Page>
25
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS
The SEC recently adopted amendments to its rules regarding delivery of proxy
statements and annual reports to stockholders sharing the same address. The
Company may now satisfy these delivery rules by delivering a single proxy
statement and annual report to an address shared by two or more Company
stockholders. This delivery method is referred to as "householding" and can
result in meaningful cost savings for the Company. In order to take advantage of
this opportunity, the Company has delivered only one proxy statement and annual
report to multiple stockholders who share an address, unless contrary
instructions were received from impacted stockholders prior to the mailing date.
We undertake to deliver promptly upon written or oral request a separate copy of
the proxy statement and/or annual report, as requested, to a stockholder at a
shared address to which a single copy of these documents was delivered. If you
hold stock as a registered stockholder and prefer to receive separate copies of
a proxy statement or annual report either now or in the future, please contact
EquiServe Trust Company, N.A., P.O. Box 2500, Jersey City, NJ 07303-2500,
telephone 1-800-317-4445. If your stock is held through a broker or bank and you
prefer to receive separate copies of a proxy statement or annual report either
now or in the future, please contact such broker or bank.
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 5, 2002
<Page>
Appendix I
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 internal and external auditors.
II. COMPOSITION OF COMMITTEE
The Audit Committee shall have at least the number of members required by the
New York Stock Exchange. The members of the Audit Committee shall meet the
independence and experience requirements of the New York Stock Exchange.
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. Meet with the independent auditor and the internal audit department, prior
to the commencement of the audit, to review the planning and scope of the
audit.
3. Review, with management and the independent auditor, the annual audited
financial statements and the auditor's audit thereof, which review shall
include a discussion of (a) any issues regarding accounting principles and
practices, (b) the adequacy of internal controls that could significantly
affect the Company's financial statements, and (c) any other issues that
formed the basis of the opinion delivered by the auditor on such financial
statements.
4. 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.
5. Review with the independent auditor, internal auditors and management,
major changes to the Company's accounting principles and practices
resulting from (a) rules promulgated by the Securities and Exchange
Commission or the Financial Accounting Standards Board or (b) any other
reasons.
6. 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 ("SAS 71"), relating to the conduct
of a review of interim financial information; PROVIDED, HOWEVER, that this
SAS 71 review may be conducted solely with the Chair of the Audit
Committee.
7. Review and evaluate with management and the internal auditor the
performance of the independent auditor and recommend to the Board the
re-appointment of the independent auditor or, if so determined by the
Audit Committee, recommend that the Board replace the independent auditor.
The independent auditor is ultimately accountable to the Audit Committee
and the Board.
8. Review the fees to be paid to the independent auditor.
9. 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 letter from the independent auditor to the
Audit Committee and management, detailing the relationships, if any,
between the independent auditor and the Company, as required by the
Independence Standards Board Standard No. 1.
Such reports shall also 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
I-1
<Page>
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.
10. Review the organization of the internal audit department, the adequacy of
its resources, the competence of its staff and whether it has the
independence necessary to work in compliance with recognized standards of
internal auditing.
11. Meet each Audit Committee meeting with the senior internal audit executive
and the independent auditor in separate executive sessions.
12. Review (a) with the independent auditor, any management letter provided by
the auditor and management's response to that letter and (b) a summary of
the major audit reports issued by the internal audit department and
management's response thereto.
13. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
14. 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.
15. Make regular reports to the Board of Directors.
16. 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 (i) to plan or conduct audits
or (ii) to determine that the Company's financial statements are complete and
accurate and are in accordance with accounting principles generally accepted in
the United States of America. This is the responsibility of management and the
independent auditor. Nor is it the duty of the Audit Committee (a) to conduct
investigations, (b) to resolve disagreements, if any, between management and the
independent auditor, (c) to assure compliance with laws and regulations and the
Company's Business Conduct Policy or (d) to set auditor independence standards
for the Company.
I-2
<Page>
[THE NEW YORK TIMES COMPANY LOGO]
229 West 43rd Street
New York, NY 10036
tel 212-556-1234
<Page>
P R O X Y
THE NEW YORK TIMES COMPANY CLASS A
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING ON APRIL 16, 2002
The New York Times [LOGO]
Company
The undersigned hereby constitutes and appoints Arthur Sulzberger, Jr., Solomon
B. Watson IV and Rhonda L. Brauer, and each of them, as proxies with full power
of substitution in each, to represent the undersigned at the Annual Meeting of
Stockholders of THE NEW YORK TIMES COMPANY to be 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 16, 2002, or at any adjournments thereof, and to vote on all
matters coming before said meeting including the proposals indicated on the
reverse side hereof.
Change of Address
Election of Class A Directors. Nominees:
_______________________________
01. Raul E. Cesan 03. Henry B. Schacht
02. William E. Kennard 04. 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 16, 2002
10:00 A.M.
New Amsterdam Theatre
214 West 42nd Street
New York, New York 10036
<Page>
|
| 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 PROPOSAL 2.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Class A |_| |_|
Directors (see reverse)
For, except vote withheld from the following nominee(s)
________________________________________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of Deloitte & Touche LLP as |_| |_| |_|
auditors
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 16, 2002.
YOUR SIGNATURE ON THE PROXY IS
YOUR ACKNOWLEDGMENT OF RECEIPT
OF THE NOTICE OF MEETING AND
PROXY STATEMENT, BOTH DATED
MARCH 5, 2002. 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/nyt
2. To vote by telephone:
o On a touch-tone telephone, call 1-877-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.
<Page>
P R O X Y
THE NEW YORK TIMES COMPANY CLASS B
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING ON APRIL 16, 2002
The New York Times [LOGO]
Company
The undersigned hereby constitutes and appoints Arthur Sulzberger, Jr., Solomon
B. Watson IV, and Rhonda L. Brauer, and each of them, as proxies with full power
of substitution in each, to represent the undersigned at the Annual Meeting of
Stockholders of THE NEW YORK TIMES COMPANY to be 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 16, 2002, or at any adjournments thereof, and to vote on all
matters coming before said meeting including the proposals indicated on the
reverse side hereof.
Change of Address
Election of Class B Directors. Nominees:
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 Sulzberger, Jr.
09. Cathy J. Sulzberger __________________________
__________________________
(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 16, 2002
10:00 A.M.
New Amsterdam Theatre
214 West 42nd Street
New York, New York 10036
<Page>
|
| 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 PROPOSAL 2.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Class B |_| |_|
Directors
(see reverse)
For, except vote withheld from the following nominee(s)
________________________________________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of Deloitte & Touche LLP as |_| |_| |_|
auditors
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 16, 2002.
YOUR SIGNATURE ON THE PROXY IS
YOUR ACKNOWLEDGMENT OF RECEIPT
OF THE NOTICE OF MEETING AND
PROXY STATEMENT, BOTH DATED
MARCH 5, 2002. 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/nyt1
2. To vote by telephone:
o On a touch-tone telephone, call 1-877-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.
<Page>
---------------
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
---------------
--------------------------------------------------
BUSINESS REPLY MAIL
FIRST-CLASS MAIL PERMIT NO. 500 EDISON NJ
--------------------------------------------------
POSTAGE WILL BE PAID BY ADDRESSEE
C/O EquiServe Trust Company, N.A.
ATTN: INSPECTORS OF ELECTION
THE NEW YORK TIMES COMPANY
PO BOX 8086
EDISON NJ 08818-9053
<Page>
Please return this card ONLY IF YOU PLAN TO |_| I plan to attend the Meeting.*
ATTEND.
Please type or print clearly.
THE NEW YORK TIMES COMPANY
ANNUAL MEETING OF STOCKHOLDERS __________________________________
10:00 A.M., TUESDAY, APRIL 16, 2002 Name of Stockholder
NEW AMSTERDAM THEATRE __________________________________
214 WEST 42ND STREET Street Address
NEW YORK, NEW YORK 10036
__________________________________
The New York Times [LOGO] City State Zip
Company
- ------------------------ *To facilitate counting, please
vote your proxy even if you are
planning to attend. You can always
revoke it at the meeting if you
wish.
02-540-2