The New York Times Company (NYT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 22, 2026, with voting on director elections, auditor ratification, and an advisory say-on-pay vote.

• The company maintains a dual-class share structure, with Class A stock publicly traded and Class B stock controlled by the Ochs-Sulzberger Trust, ensuring editorial independence.

• The board recommends voting for all proposals, including the election of 13 directors, ratification of Ernst & Young LLP as auditors, and approval of executive compensation.

Voting matters and shareholder proposals

• Class A stockholders elect four directors; Class B stockholders elect nine and vote on executive compensation.

• Both classes vote together on auditor ratification.

• Stockholder proposals for the 2027 meeting must be submitted by November 13, 2026, for proxy inclusion.

Board of directors and corporate governance

• The board consists of 13 members with a mix of tenure and diversity; 69% are female, LGBTQ, or from underrepresented groups.

• The board is majority independent, with annual director elections and a rotation policy for independent nominees.

• Four standing committees: Audit, Compensation, Finance, and Nominating & Governance, all with independent members.

• The Ochs-Sulzberger Trust controls 94.6% of Class B stock, ensuring long-term editorial independence.