NEW YORK TIMES CO false 0000071691 0000071691 2020-12-17 2020-12-17





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2020



The New York Times Company

(Exact name of registrant as specified in its charter)




New York   1-5837   13-1102020
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)

620 Eighth Avenue, New York, New York 10018

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (212) 556-1234



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A Common Stock   NYT   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 17, 2020, the Board of Directors (the “Board”) of The New York Times Company (the “Company”) appointed Arthur Golden to the Board, effective January 1, 2021. A copy of the Company’s press release, dated December 18, 2020, announcing Mr. Golden’s appointment to the Board is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Mr. Golden will receive the same compensation that is provided to the Company’s other non-employee directors, including a grant of restricted stock units for the Company’s Class A common stock, with a grant date value of $36,000, representing a prorated amount of the restricted stock units granted to the Company’s non-employee directors on April 22, 2020.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits





Exhibit 99.1    The New York Times Company Press Release, dated December 18, 2020
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 18, 2020     By:  

/s/ Diane Brayton

      Diane Brayton

Executive Vice President,

General Counsel and Secretary