Definitive Additional Materials

UNITED STATES

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))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

THE NEW YORK TIMES COMPANY

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

  (2)  

Aggregate number of securities to which transaction applies:

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  (4)  

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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 statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

  (2)  

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Date Filed:


***  Exercise Your Right to Vote  ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on April 30, 2014.

 

THE NEW YORK TIMES COMPANY  

 

Meeting Information

 

 

Meeting Type:            Annual

        For holders as of:       March 3, 2014
        Date:    April 30, 2014           Time: 10:00 a.m., Eastern Time
       

Location:  TheTimesCenter

       242 West 41st Street

       New York, NY 10018

 

  

LOGO

 

620 EIGHTH AVENUE

NEW YORK, NY 10018

ATTENTION: CORPORATE SECRETARY

    

 

You are receiving this communication because you hold shares in the above named company. Information on how to obtain directions to attend the Annual Meeting is available at http://TheTimesCenter.com.

LOGO        

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

       

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

       

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 


   

—  Before You Vote  —

How to Access the Proxy Materials

 

    Proxy Materials Available to VIEW or RECEIVE:
   

 

1. NOTICE OF ANNUAL MEETING AND PROXY STATEMENT            2. ANNUAL REPORT

   

 

How to View Online:

   

 

Have the information that is printed in the box marked by the arrow   LOGO   (located on the following page) and visit: www.proxyvote.com.

   

 

How to Request and Receive a PAPER or E-MAIL Copy:

   

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   

 

1) BY INTERNET:            www.proxyvote.com

   

2) BY TELEPHONE:        1-800-579-1639

   

3) BY E-MAIL*:                sendmaterial@proxyvote.com

LOGO

 

   

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow   LOGO   (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 16, 2014 to facilitate timely delivery.

 

   

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

    Vote In Person: At the meeting, you will need to request a ballot to vote these shares.
   

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow   LOGO   available and follow the instructions.

 

   

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


  Voting Items   

 

 

The Board of Directors recommends you vote FOR

the following:

  
 

1.

  Election of Directors   
    Class A Nominees:   
   

01)

  Raul E. Cesan   
   

02)

  Joichi Ito   
   

03)

  David E. Liddle   
   

04)

  Ellen R. Marram   
  The Board of Directors recommends you vote FOR the following proposal:
 

2.

  Approval of amendment and restatement of The New York Times Company 2010 Incentive Compensation Plan
  The Board of Directors recommends you vote FOR the following proposal:
 

4.

  Ratification of the selection of Ernst & Young LLP as auditors

 

  NOTE:   In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.

 

LOGO


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on April 30, 2014.

 

 

 

THE NEW YORK TIMES COMPANY

 

 

Meeting Information

 

    Meeting Type:           Annual
    For holders as of:      March 3, 2014
    Date:   April 30, 2014          Time: 10:00 a.m., Eastern Time
    Location:   TheTimesCenter
      242 West 41st Street
       

New York, NY 10018

 

LOGO  

LOGO

 

620 EIGHTH AVENUE

NEW YORK, NY 10018

ATTENTION: CORPORATE SECRETARY

 

 

You are receiving this communication because you hold shares in the above named company. Information on how to obtain directions to attend the Annual Meeting is available at http://TheTimesCenter.com.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

   

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 


— Before You Vote —

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

 

1. NOTICE OF ANNUAL MEETING AND PROXY STATEMENT            2. ANNUAL REPORT

 

 

How to View Online:

 

 

Have the information that is printed in the box marked by the arrow   LOGO   (located on the following page) and visit: www.proxyvote.com.

 

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   

 

1) BY INTERNET:

 

 

www.proxyvote.com

    2) BY TELEPHONE:   1-800-579-1639
    3) BY E-MAIL*:   sendmaterial@proxyvote.com
 

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow   LOGO   (located on the following page) in the subject line.

 

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 16, 2014 to facilitate timely delivery.

 

 

LOGO

 

 
 

— How To Vote —

Please Choose One of the Following Voting Methods

 

 

 

Vote In Person: At the meeting, you will need to request a ballot to vote these shares.

 

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow   LOGO   available and follow the instructions.

 

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


  Voting Items    

 

 

The Board of Directors recommends you vote FOR

the following:

 

 

1.      Election of Directors

 
 

 

 Class B Nominees:

 
 

 

 01)    Robert E. Denham

 

 

06)    Brian P. McAndrews

 

 02)    Michael Golden

  07)    Arthur Sulzberger, Jr.
 

 03)    Steven B. Green

  08)    Mark Thompson
 

 04)    Carolyn D. Greenspon

  09)    Doreen A. Toben
 

 05)    James A. Kohlberg

 
 

 

The Board of Directors recommends you vote FOR the following proposal:

 

 

2.       Approval of amendment and restatement of The New York Times Company 2010 Incentive Compensation Plan

 

 

The Board of Directors recommends you vote FOR the following proposal:

 

 

3.       Advisory vote to approve executive compensation

 

 

The Board of Directors recommends you vote FOR the following proposal:

 

 

4.       Ratification of the selection of Ernst & Young LLP as auditors

 

  NOTE:   In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.

 

LOGO