<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
THE NEW YORK TIMES COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
Notice of 1997
Annual Meeting
and Proxy Statement
[LOGO]
THE NEW YORK TIMES COMPANY
229 West 43d Street, New York, NY 10036
212 556-1234
<PAGE>
The New York Times Company
229 West 43d Street, New York, N. Y. 10036 (212) 556-1234
[LOGO]
April 7, 1997
To Our Stockholders:
Our 1997 Annual Meeting of Stockholders will be held on Friday, May 16, at
9:00 A.M., local time, at WTKR-TV, 720 Boush Street, Norfolk, VA 23510.
The accompanying Notice of Annual Meeting and Proxy Statement set forth the
business intended to be transacted. Time will be made available for a discussion
of these items as well as for other questions about the business affairs of the
Company. As usual, all stockholders will be sent a report of the meeting.
Louis V. Gerstner, Jr., Marian S. Heiskell and Cyrus R. Vance will be
retiring from our Board of Directors next month and are not nominees for
election at this year's Annual Meeting. They have served on our Board since
1986, 1963 and (except when he was Secretary of State from 1977 to 1980) 1975,
respectively. We are grateful for their immense contributions to the success of
the Company, and we wish them well.
Russell T. Lewis, the Company's President and Chief Operating Officer, and
Arthur O. Sulzberger, Jr., Publisher of THE NEW YORK TIMES, are new nominees for
election this year. We believe the addition of these two members of our senior
management team will strengthen our Board as we move into the next millenium.
This year our meeting will be held in Norfolk, Virginia, to continue our
program of rotating some meetings outside New York to areas where the Company
has significant business activities. Norfolk is the home of WTKR-TV, a
television station we acquired in 1995, and the Company's new Shared Services
Center (which, through the centralization of Company-wide accounting and
recordkeeping functions, will result in significant efficiencies). A map showing
you how to reach the meeting site appears on the outside back cover of this
Proxy Statement.
It is important that your shares be represented at the meeting, whether or
not you are personally able to attend. Accordingly, please sign, date and mail
the enclosed proxy card in the return envelope as promptly as possible. Your
cooperation in this regard will be very much appreciated.
Sincerely yours,
/s/ Arthur Ochs Sulzberger
ARTHUR OCHS SULZBERGER
CHAIRMAN
<PAGE>
The New York Times Company
229 West 43d Street, New York, N. Y. 10036 (212) 556-1234
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held May 16, 1997
TO THE HOLDERS OF CLASS A AND CLASS B COMMON STOCK OF
THE NEW YORK TIMES COMPANY:
The Annual Meeting of the holders of the Class A and Class B Common Stock of
The New York Times Company (the "Company") will be held at WTKR-TV, 720 Boush
Street, Norfolk, VA 23510, on Friday, May 16, 1997, at 9:00 A.M., local time,
for the following purposes:
1. To elect a Board of 14 members;
2. To ratify the selection of Deloitte & Touche LLP, independent
certified public accountants, as auditors for the fiscal year ending
December 28, 1997; and
3. To transact such other business as may properly come before the
meeting.
Holders of the Class A and Class B Common Stock of record at the close of
business on March 27, 1997, are entitled to notice of and to vote at this
meeting as set forth in the Proxy Statement. Class A stockholders are entitled
to vote for the election of five of the 14 directors. Class A and Class B
stockholders, voting together as a single class, are entitled to vote for the
ratification of the selection of Deloitte & Touche LLP as auditors for 1997.
Class B stockholders are entitled to vote for the election of nine of the 14
directors and on all other matters presented to the meeting.
New York, N.Y.
April 7, 1997
By Order of the Board of Directors
/s/ Laura J. Corwin
LAURA J. CORWIN
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. THIS IS IMPORTANT FOR
THE PURPOSE OF INSURING A QUORUM AT THE MEETING.
<PAGE>
THE NEW YORK TIMES COMPANY
[LOGO]
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Solicitation of Proxies.................................................................................... 1
Voting Securities of the Company....................................................................... 1
Principal Holders of Common Stock...................................................................... 1
Security Ownership of Management....................................................................... 5
Section 16(a) Beneficial Ownership Reporting Compliance................................................ 8
The 1986 Trusts........................................................................................ 8
Globe Voting Trust..................................................................................... 9
Proposal Number 1: Election of Directors................................................................... 10
Class A Directors...................................................................................... 11
Class B Directors...................................................................................... 12
Interest of Directors in Certain Transactions of the Company........................................... 14
Certain Information about the Board of Directors....................................................... 14
Compensation of Directors; Liability and Reimbursement Insurance....................................... 15
Compensation of Executive Officers......................................................................... 17
Summary Compensation Table............................................................................. 17
Termination of Employment Arrangements................................................................. 18
Option Grants in Last Fiscal Year...................................................................... 18
Aggregated Option Exercises in Last Fiscal Year, and FY-End
Option Values........................................................................................ 19
Pension Plan Table..................................................................................... 19
Performance Presentation............................................................................... 20
Compensation Committee Report.......................................................................... 22
Proposal Number 2: Selection of Auditors................................................................... 24
Other Matters.............................................................................................. 24
Discretionary Authority to Vote Proxy.................................................................. 24
Annual Report; Annual Report on Form 10-K.............................................................. 24
Submission of Stockholder Proposals.................................................................... 25
</TABLE>
<PAGE>
THE NEW YORK TIMES COMPANY
PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------
SOLICITATION OF PROXIES
- --------------------------------------------------------------------------------
The enclosed proxy is solicited by the Board of Directors of the Company for
use at the Annual Meeting of Stockholders to be held May 16, 1997, and at any
adjournment or adjournments thereof. A proxy may be revoked by notice in writing
to the Secretary at any time prior to the exercise thereof or by execution of a
proxy bearing a later date. Each valid proxy received in time will be voted at
the meeting, and, if a choice is specified, it will be voted in accordance with
such specification. This Proxy Statement and the proxies solicited hereby are
being first sent or delivered to stockholders of the Company on or about April
7, 1997. The cost of solicitation of proxies, including the reimbursement to
banks and brokers for reasonable expenses of sending proxy material to their
principals, will be borne by the Company. The Company has engaged Georgeson &
Co., Inc. to assist in the solicitation of proxies from brokers, banks,
institutions and other fiduciaries by mail, telephone, telegraph and facsimile
for a fee of $6,500 plus out-of-pocket expenses. In addition, proxies may be
solicited by officers of the Company in person or by mail, telephone or
facsimile.
VOTING SECURITIES OF THE COMPANY
The Company has two classes of outstanding voting securities, the Class A
Common Stock, 10 cents par value, and the Class B Common Stock, 10 cents par
value. As of March 27, 1997, there were outstanding 97,611,723 shares of Class A
Common Stock and 425,001 shares of Class B Common Stock. Only holders of record
of the Class A or Class B Common Stock at the close of business on March 27,
1997, are entitled to vote at the meeting.
Each share of stock is entitled to one vote. The Class A stockholders have
limited voting rights and are entitled to vote for the election of five of the
14 directors. Class A and Class B stockholders, voting together as a single
class, are entitled to vote for the ratification of the selection of Deloitte &
Touche LLP as auditors for the fiscal year ending December 28, 1997. The Class B
stockholders are entitled to vote for the election of nine of the 14 directors
and on all other matters presented to the meeting.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth the only persons who, to the knowledge of
management, owned beneficially on March 27, 1997, more than 5% of the
outstanding shares of either Class A or Class B Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES (%)
- ------------------------------------------------------- --------------------------------------
<S> <C> <C>
<CAPTION>
CLASS A CLASS B
------------------- -----------------
<S> <C> <C>
1986 Trusts(1,2)....................................... 3,694,050(3.8%) 369,405(86.9%)
229 West 43d Street
New York, NY
Lynn G. Dolnick(1,2,3)................................. 3,716,948(3.8%) 369,964(87.1%)
229 West 43d Street
New York, NY
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES (%)
- ------------------------------------------------------- ---------------------------------------
CLASS A CLASS B
------------------ -----------------
<S> <C> <C>
Marian S. Heiskell(1,2,4,5)............................ 6,343,215(6.5%) 370,890(87.3%)
229 West 43d Street
New York, NY
Ruth S. Holmberg(1,2,4,6).............................. 7,054,422(7.2%) 370,590(87.2%)
117 Tenth Street
Chattanooga, TN
Judith P. Sulzberger(1,2,4,7).......................... 7,036,722(7.2%) 370,590(87.2%)
229 West 43d Street
New York, NY
Arthur Ochs Sulzberger(1,2,4,8)........................ 8,025,691(8.2%) 371,190(87.3%)
229 West 43d Street
New York, NY
Globe Voting Trust(9).................................. 5,992,211(6.1%) 0
William O. Taylor, Charles H. Taylor,
Benjamin B. Taylor, Benjamin Beale Baker
and Nancy B. Soulette, Trustees
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
William O. Taylor(9,10)................................ 6,104,220(6.3%) 0
135 Morrissey Boulevard
Boston, MA 02107
Charles H. Taylor(9,11)................................ 5,996,561(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
Benjamin B. Taylor(9,12)............................... 6,252,032(6.4%) 0
135 Morrissey Boulevard
Boston, MA 02107
Nancy B. Soulette(9,13)................................ 5,992,230(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
Benjamin Beale Baker(9,14)............................. 5,992,211(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES (%)
- ------------------------------------------------------- --------------------------------------
CLASS A CLASS B
------------------- -----------------
<S> <C> <C>
Mellon Bank Corporation(15)............................ 5,138,000(5.3%) 0
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
</TABLE>
- ------------------------
1. Each of Dr. Dolnick, Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr.
Sulzberger, as trustees of the 1986 Trusts (as described below in "The 1986
Trusts"), share voting and investment power with respect to the shares owned
by the 1986 Trusts; thus under Securities and Exchange Commission ("SEC")
regulations, each may be deemed a beneficial owner of the shares held by
such 1986 Trusts. The shares held by the 1986 Trusts are therefore included
in the amounts listed in this table opposite the names of all five of the
foregoing persons. As a result of this presentation, there are substantial
duplications in the number of shares and percentages shown in the table.
2. Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis. Ownership of Class B Common Stock is therefore deemed
to be beneficial ownership of Class A Common Stock under SEC regulations.
For purposes of the table of Class A ownership, it has been assumed that
each person listed therein as holding Class B Common Stock has converted
into Class A Common Stock all shares of Class B Common Stock of which that
person is deemed the beneficial owner. Thus all shares of Class B Common
Stock held by the 1986 Trusts and by Dr. Dolnick, Mrs. Heiskell, Mrs.
Holmberg, Dr. Sulzberger and Mr. Sulzberger have been included in the
calculation of the total amount of Class A Common Stock owned by each such
person as well as in the calculation of the total amount of Class B Common
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 B Common Stock set forth in notes
1 and 2, the holdings of Class A Common Stock reported for Dr. Dolnick
include (a) 10,818 shares of Class A Common Stock and 559 shares of Class B
Common Stock held jointly with her husband, (b) 929 shares of Class A Common
Stock held by the Golden Family Charitable Fund, Inc., of which Dr. Dolnick
has sole voting and investment power and (c) 10,592 shares of Class A Common
Stock held by two trusts of which Dr. Dolnick is the sole trustee, which was
created by Dr. Dolnick's brother, Michael Golden, for the benefit of his
daughters and of which Dr. Dolnick disclaims beneficial ownership.
4. The holdings of Class A Common Stock reported for Mrs. Heiskell, Mrs.
Holmberg, Mr. Sulzberger and Dr. Sulzberger include 54,812 shares of Class A
Common Stock held by The Sulzberger Foundation, Inc., a private foundation
of which they are officers and directors. The holdings of Class A Common
Stock recorded for each of Mrs. Heiskell, Mrs. Holmberg and Dr. Sulzberger
include 6,000 shares which could be acquired within 60 days under the
Company's Non-Employee Directors' Stock Option Plan.
5. In addition to the amounts of Class A and B Common Stock set forth in notes
1, 2 and 4, the holdings of Class A Common Stock recorded for Mrs. Heiskell
include 2,572,465 shares of Class A Common Stock held directly and 14,403
shares of Class A Common Stock held by a trust of which Mrs. Heiskell is a
trustee, which was created by Mrs. Heiskell's mother for a child of Mr.
Sulzberger.
6. In addition to the amounts of Class A and B Common Stock set forth in notes
1, 2 and 4, the holdings of Class A Common Stock recorded for Mrs. Holmberg
include 3,293,335 shares of Class A Common Stock held directly and 5,040
shares of Class A Common Stock held by three trusts of which Mrs. Holmberg
is a trustee, which were created by Mr. Holmberg for his children.
7. In addition to the amounts of Class A and Class B Common Stock set forth in
notes 1, 2 and 4, the holdings of Class A Common Stock recorded for Dr.
Sulzberger include 3,280,675 shares of Class A Common Stock held directly.
3
<PAGE>
8. In addition to the amounts of Class A and Class B Common Stock set forth in
notes 1, 2 and 4, the holdings of Class A Common Stock reported for Mr.
Sulzberger include 3,201,241 shares of Class A Common Stock held directly,
14,403 shares of Class A Common Stock held by a trust of which Mr.
Sulzberger is a trustee, which was created by his mother for a child of Mr.
Sulzberger, 750,000 shares of Class A Common Stock held by a trust created
by Mrs. Heiskell of which Mr. Sulzberger is the trustee and 309,400 shares
of Class A Common Stock which could be acquired pursuant to options granted
under the Company's Executive Incentive Compensation Plan and the Company's
1991 Executive Stock Incentive Plan (the "Plans"). The holdings of Class A
Common Stock reported for Mr. Sulzberger exclude 1,870 shares of Class A
Common Stock owned by his wife as her separate property. Mr. Sulzberger also
holds 68,454 retirement units (right under the Plans to receive shares of
Class A Common Stock in ten annual installments upon retirement), which are
excluded from the amounts shown.
9. Messrs. Taylor, Ms. Soulette and Mr. Baker, as trustees of the Globe Voting
Trust (as described below in "Globe Voting Trust"), share voting power with
respect to the 5,992,211 shares of Class A Common Stock held by the Globe
Voting Trust. Except as set forth in this note 9 and below in notes 10-14,
Messrs. Taylor, Ms. Soulette and Mr. Baker have no economic interest in
these shares and have no beneficial interest in the Globe Voting Trust.
Because Messrs. Taylor, Ms. Soulette and Mr. Baker have the power to vote
these shares, SEC rules require inclusion of such shares in the table as
beneficially 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.
10. The holdings reported for Mr. William O. Taylor include the following
125,854 shares of Class A Common Stock in which Mr. Taylor has an economic
interest: (a) 52,942 shares held directly, (b) 8,437 shares held by a trust
of which Mr. Taylor is a co-trustee and sole beneficiary, (c) 63,419 shares
held through ownership of units in the Globe Voting Trust (as described
below in "Globe Voting Trust") by a trust of which Mr. Taylor is a
co-trustee and sole beneficiary, (d) 426 shares held through ownership of
units in the Globe Voting Trust by Mr. Taylor, and (e) 630 shares held by
Mr. Taylor's wife. The holdings recorded for Mr. Taylor also include 50,000
shares of Class A Common Stock held through a trust (other than the Globe
Voting Trust) of which Mr. Taylor is co-trustee. Mr. Taylor has no economic
interest in these shares and is not a beneficiary of such trust with respect
to such shares. Because Mr. Taylor shares the power to vote, and in some
cases, to dispose of or direct the disposition of, these shares, SEC rules
require inclusion of such shares in the table as beneficially owned by Mr.
Taylor.
11. The holdings reported for Mr. Charles H. Taylor include the following
326,310 shares in which Mr. Taylor has an economic interest: (a) 4,350
shares held directly, (b) 73,560 shares held through ownership of units in
the Globe Voting Trust (as described below in "Globe Voting Trust") by Mr.
Taylor, and (c) 248,400 shares held through ownership of units in the Globe
Voting Trust by a trust of which Mr. Taylor is a co-trustee and a
co-beneficiary in certain limited situations. The holdings recorded for Mr.
Taylor also include 199,656 shares of Class A Common Stock held through
ownership of units in the Globe Voting Trust by a trust of which Mr. Taylor
is a co-trustee. Mr. Taylor is a contingent beneficiary with respect to such
shares. Because Mr. Taylor shares the power to vote and, in some cases, to
dispose of or direct the disposition of the shares, SEC rules require
inclusion of such shares in the table as beneficially owned by Mr. Taylor.
12. The holdings reported for Mr. Benjamin B. Taylor include the following
277,717 shares in which Mr. Taylor has an economic interest: (a) 890 shares
held directly, (b) 172,115 shares held through ownership of units in the
Globe Voting Trust (as described below in "Globe Voting Trust") by a trust
of which Mr. Taylor is a co-trustee and sole beneficiary, (c) 37,500 shares
held through ownership of units in the Globe Voting Trust by a trust of
which Mr. Taylor's wife is a co-trustee and his future grandchildren are the
sole beneficiaries, (d) 5,343 shares held through ownership of units in the
Globe Voting Trust by Mr. Taylor as custodian for the benefit of his
children, (e) 1,338 shares held through
4
<PAGE>
ownership of units in the Globe Voting Trust by a trust of which Mr.
Taylor's wife is a co-trustee and sole beneficiary, (f) 26,931 shares which
could be acquired pursuant to options granted under the Company's 1991
Executive Stock Incentive Plan and (g) 33,600 shares which could be acquired
pursuant to options granted under stock option plans of Affiliated
Publications, Inc., former parent company of THE BOSTON GLOBE ("API") (these
options were converted into options to purchase Class A Common Stock upon
the acquisition of API by the Company). The holdings recorded for Mr. Taylor
also include 198,400 shares of Class A Common Stock held through two trusts
(other than the Globe Voting Trust) of which Mr. Taylor is co-trustee. Mr.
Taylor has no economic interest in these shares and is not a beneficiary of
either trust with respect to such shares. Because Mr. Taylor shares the
power to vote and, in some cases, to dispose or direct the disposition of
these shares, SEC rules require the inclusion of such shares in the table as
beneficially owned by Mr. Taylor.
13. The shares reported for Ms. Soulette include the following 92,219 shares in
which Ms. Soulette has an economic interest: (a) 19 shares held directly and
(b) 92,200 shares held through ownership of units in the Globe Voting Trust
by a trust of which Ms. Soulette is a co-trustee and sole beneficiary.
14. The shares reported for Mr. Baker include 276,657 shares in which Mr. Baker
has an economic interest, which shares are held through ownership of units
in the Globe Voting Trust by Mr. Baker.
15. According to information contained in its filing with the SEC pursuant to
Section 13(g) of the Securities Exchange Act of 1934, as amended, as of
December 31, 1996, Mellon Bank Corporation beneficially owned 5,138,000
shares of Class A Common Stock through 11 direct and indirect subsidiaries,
including four banks and seven registered investment advisors. According to
such filing, Mellon Bank Corporation has sole voting power over 4,628,000
shares, sole dispositive power over 3,631,000 shares, shared voting power
over 97,000 shares and shared dispositive power over 1,414,000 shares. The
filing also states that such shares were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the Company. Mellon Bank
Corporation has advised the Company that all such shares are beneficially
owned by its direct and indirect subsidiaries in their various fiduciary
companies and that no individual account owns 5% or more of the outstanding
Class A Common Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership, reported to the Company
as of March 27, 1997, of Class A Common Stock, Class B Common Stock and 5 1/2%
Cumulative Prior Preference Stock, including shares as to which a right to
acquire ownership exists (for example, by the exercise of stock options, or the
conversion of Class B Common Stock into Class A Common Stock) within the meaning
of Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, of
each director, each nominee, the chief executive officer and the five other most
highly compensated executive officers of the Company during 1996 and all
directors, nominees and executive officers of the Company, as a group. A portion
of the shares reported below are held by the 1986 Trusts and the Globe Voting
Trust, whose trustees share voting and, in some cases, investment power with
respect thereto. See "1986 Trusts" and "Globe Voting Trust."
5
<PAGE>
<TABLE>
<CAPTION>
5 1/2%
CUMULATIVE PRIOR
COMMON STOCK PREFERENCE STOCK
----------------------- -----------------
<S> <C> <C> <C>
CLASS A CLASS B
------------ ---------
John F. Akers(1)................................. 10,000(*) 0 0
Director
Richard L. Gelb(1)............................... 15,000(*) 0 0
Director
Louis V. Gerstner, Jr.(2)........................ 7,500(*) 0 0
Director
David L. Gorham(3)............................... 147,085(*) 0 0
Former Senior Vice President and Deputy Chief
Operating Officer
Marian S. Heiskell(4,8).......................... 6,343,215(6.5%) 370,890(87.3%) 0
Director
A. Leon Higginbotham, Jr.(5)..................... 4,200(*) 0 0
Director
Ruth S. Holmberg(4,8)............................ 7,054,422(7.2%) 370,590(87.2%) 698(4.0%)
Director
Robert A. Lawrence(6)............................ 20,998(*) 0 0
Director
Russell T. Lewis................................. 923(*) 0 0
President and Chief Operating Officer and
nominee for director
George B. Munroe(2).............................. 7,000(*) 0 0
Director
Charles H. Price II(1)........................... 7,000(*) 0 0
Director
Lance R. Primis(7)............................... 0 0 0
Former President and Chief Operating Officer
George L. Shinn(1)............................... 8,000(*) 0 0
Director
Donald M. Stewart(1)............................. 8,075(*) 0 0
Director
Arthur Ochs Sulzberger(4,8)...................... 8,025,691(8.2%) 371,190(87.3%) 185(1.1%)
Chairman of the Board and Chief Executive
Officer
Arthur O. Sulzberger, Jr.(8,9)................... 103,890(*) 480(*) 180(1.0%)
Publisher of THE NEW YORK TIMES and nominee for
director
Judith P. Sulzberger(4,8)........................ 7,036,722(7.2%) 370,590(87.2%) 185(1.1%)
Director
William O. Taylor(10)............................ 6,104,220(6.3%) 0 0
Director, Chief Executive Officer of Globe
Newspaper Company
Cyrus R. Vance(1)................................ 12,200(*) 0 0
Director
All Directors, Nominees and Executive Officers(8)
(30 individuals)............................... 23,925,858(24.5%) 376,644(88.6%) 1,573(9.0%)
</TABLE>
(FOOTNOTES ON FOLLOWING PAGE)
6
<PAGE>
(FOOTNOTES FOR PRECEDING PAGE)
- ------------------------
* Less than 1%.
1. The amount reported for this director includes 6,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.
2. The amount reported for this director includes 5,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.
3. Effective January 1, 1997, Mr. Gorham retired and is therefore no longer an
executive officer. The amount reported for Mr. Gorham includes 1,121 shares
of Class A Common Stock held directly and 145,964 shares which could be
acquired within 60 days pursuant to options under the Company's 1991
Executive Stock Incentive Plan and Executive Incentive Compensation Plan
(the "Plans"). (See "Compensation of Executive Officers," table of
"Aggregated Option Exercises in Last Fiscal Year, and FY-End Option
Values.") Mr. Gorham also holds 2,784 retirement units (right under the
Plans to receive shares of Class A Common Stock in ten annual installments
upon retirement), which are excluded from the amount shown.
4. See "Principal Holders of Common Stock" and "1986 Trusts" for a discussion
of this director's holdings.
5. The amount reported for Judge Higginbotham includes 4,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.
6. The amount reported for Mr. Lawrence includes 3,000 shares which could be
acquired within 60 days under the Company's Non-Employee Directors' Stock
Option Plan.
7. Mr. Primis resigned as an executive officer effective September 20, 1996.
8. Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis. Ownership of Class B Common Stock is therefore deemed
to be beneficial ownership of Class A Common Stock under SEC regulations.
For purposes of the presentation of ownership of Class A Common Stock in
this table, it has been assumed that each director, nominee and executive
officer has converted into Class A Common Stock all shares of Class B Common
Stock of which that person is deemed the beneficial owner. Thus all shares
of Class B Common Stock held by the directors, nominees and executive
officers, including shares held by the 1986 Trusts, have been included in
the calculation of the total amount of Class A Common Stock owned by such
group as well as in the calculation of the total amount of Class B Common
Stock owned by such group.
9. The amount reported for Mr. Sulzberger, Jr. includes 33,982 shares of Class
A Common Stock held directly, of which 7,021 shares are held jointly with
Mr. Sulzberger, Jr.'s wife; 6,595 shares held by trusts of which Mr.
Sulzberger, Jr. is a trustee, which were created by Mr. Sulzberger, Jr.'s
cousin for the benefit of the latter's children and of which Mr. Sulzberger,
Jr. disclaims beneficial ownership; 69,428 shares which could be acquired
within 60 days pursuant to options under the Company's Plans (see
"Compensation of Executive Officers," table of "Aggregated Option Exercises
in Last Fiscal Year, and FY-End Option Values"); and 480 shares which could
be acquired upon conversion of Mr. Sulzberger, Jr.'s 480 shares of Class B
Common Stock. The holdings of Class A Common Stock recorded for Mr.
Sulzberger, Jr. exclude 9,060 shares held by Mr. Sulzberger, Jr.'s wife as
custodian for their minor children; Mr. Sulzberger, Jr. disclaims beneficial
ownership of these shares.
10. See "Principal Holders of Common Stock" and "Globe Voting Trust" for a
discussion of Mr. Taylor's holdings.
7
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's directors and executive officers 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 filing requirements were met by
its directors and executive officers during 1996 except for the following late
filings by executive officers: Thomas H. Nied (former executive officer), two
late reports respecting one transaction each; James W. FitzGerald, one late
report respecting one transaction; Arthur O. Sulzberger, Jr., one late report
respecting two transactions; and Russell T. Lewis, his first required report
(Form 3) two days late.
THE 1986 TRUSTS
Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger, and Mr. Sulzberger (the
"grantors") (see "Principal Holders of Common Stock") have executed indentures
creating four separate trusts (the "1986 Trusts"), one for the benefit of each
of the grantors and his or her family. Each grantor transferred to the 1986
Trust for his or her family the shares of Class B Common Stock and a portion of
the Class A Common Stock that he or she inherited from Adolph S. Ochs.
The grantors are the initial trustees of the 1986 Trusts. By instrument
dated December 5, 1996, the grantors amended their Trust Indentures to provide
for an additional fifth trustee of each of the 1986 Trusts. On December 19,
1996, the grantors appointed Lynn G. Dolnick, daughter of Mrs. Holmberg, as the
fifth trustee.
Each of the 1986 Trusts will continue in existence until the expiration of
21 years after the death of the survivor of all descendants of the mother of the
grantors, Mrs. Iphigene Ochs Sulzberger ("Mrs. Sulzberger") living on August 5,
1986. Each Indenture of Trust is subject to the terms and provisions of a
shareholders agreement (the "Shareholders Agreement") among the grantors, their
children and the Company, which restricts the transfer of Class B Common Stock
transferred to the 1986 Trusts by requiring, prior to any sale or transfer, the
offering of those shares among the other family shareholders (including the 1986
Trusts) and then to the Company at the Class A Common Stock market price then
prevailing (or if the Company is the purchaser, at the option of the selling
shareholder, in exchange for Class A Common Stock on a share-for-share basis),
and the conversion of such shares into Class A Common Stock if such purchase
rights are not exercised and the shares are to be transferred to a person or
persons other than family shareholders 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 Common Stock is exchanged for cash, stock, securities or any other
property of the Company or of any other corporation or entity, each signing
shareholder will convert his or her shares of Class B Common Stock into Class A
Common 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 Common Stock would receive in such a transaction. Except for
the foregoing, each signing shareholder has agreed not to convert any shares of
Class B Common Stock received from a trust created under the will of Adolph S.
Ochs into Class A Common Stock. The Shareholders Agreement will terminate upon
the expiration of 21 years after the death of the survivor of all descendants of
Mrs. Sulzberger living on August 5, 1986. The trustees of the 1986 Trusts have
also signed the Shareholders Agreement and become parties thereto.
The trustees of each 1986 Trust, subject to the limited exceptions described
below, are directed to retain the Class B Common Stock held in each 1986 Trust
and not to sell, distribute or convert such shares into Class A Common Stock and
to vote such Class B Common 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
8
<PAGE>
unanimously determine that the primary objective of the 1986 Trusts, which is to
maintain the editorial independence and 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, 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 Common Stock is
distributed to the beneficiaries of the 1986 Trusts, it must be distributed only
to descendants of Mrs. Sulzberger, subject to the provisions of the Shareholders
Agreement. Similarly, any sale by the 1986 Trusts of Class B Common Stock upon
such determination can be made only in compliance with the Shareholders
Agreement.
The trustees of each 1986 Trust are granted various powers and rights,
including among others: (i) to vote all the shares of Class A and Class B Common
Stock held by such 1986 Trusts; (ii) to fill any vacancy in the office of
trustee; (iii) to remove any trustee other than any of the four initial
trustees; and (iv) to amend certain provisions of the Trust Indenture, but not
the provisions relating to retaining the Class B Common Stock or the manner in
which such shares may be distributed, sold or converted. The trustees act by the
affirmative vote of four trustees, except that prior to any sale or distribution
of Class B Common Stock outside of the 1986 Trusts or conversion of Class B
Common Stock or a vote to approve a merger, sale of assets or other transaction
pursuant to which control of THE NEW YORK TIMES passes from the trustees, the
trustees must unanimously determine that the primary purpose of the 1986 Trusts
as described above is best achieved by such distribution, sale, conversion or
other transaction. Unanimity is also required for the amendment of those
provisions of the Trust Indenture which may be amended. An initial trustee may
not be removed unless physically or mentally incapable of discharging the duties
of trustee.
Upon the termination of the 1986 Trusts at the end of the stated term
thereof, the shares of Class A and Class B Common Stock held by such trusts will
be distributed to the descendants then living of Mrs. Sulzberger.
GLOBE VOTING TRUST
The Globe Voting Trust was established on October 1, 1954, and amended on
October 1, 1993, the effective date of the Company's acquisition of API, the
parent company of THE BOSTON GLOBE (the "API Acquisition"). Units in the Globe
Voting Trust represent 5,992,211 shares of Class A Common Stock received
pursuant to the API Acquisition, principally by descendants of the two founders
of THE BOSTON GLOBE or by trusts for their benefit.
The trustees of the Globe Voting Trust have the sole power to exercise all
voting rights of stockholders with respect to shares of the Company's Class A
Common Stock deposited therein. Holders of Globe Voting Trust units, subject to
certain disposition restrictions contained in the Globe Voting Trust, have the
power to dispose, or to direct the disposition, of Globe Voting Trust units or
the underlying shares of the Company's Class A Common Stock. The Globe Voting
Trust restricts the number of shares of Class A Common Stock subject thereto
that can be sold by any one person in a year, restricts sales to broker's
transactions and sales to the Company, and requires that the trustees of the
Globe Voting Trust give notice to the Company if any holder of Globe Voting
Trust units withdraws from the Globe Voting Trust more than 10,000 shares in the
aggregate in any calendar year. Such restrictions and requirements do not apply
to the sale or gift to another beneficiary of such trust or a descendant of the
two founders of THE BOSTON GLOBE; however, in such case the transferee shall be
subject to the terms of the Globe Voting Trust. The Globe Voting Trust
terminates on September 30, 2003. William O. Taylor is one of the five trustees
of the Globe Voting Trust.
The Globe Voting Trust is not the beneficial owner of any of the shares of
Class B Common Stock of the Company.
9
<PAGE>
- --------------------------------------------------------------------------------
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The persons named as proxies intend (unless authority is withheld) to vote
for the election as directors of the persons hereinafter named (the "Nominees"),
upon their nomination for such office at the Annual Meeting. Directors so
elected will hold office until the next Annual Meeting and until their
successors are elected and qualified.
The Certificate of Incorporation of the Company provides that Class A
stockholders have the right to vote for the election of 30% of the Board of
Directors, or the nearest larger whole number, if such percentage is not a whole
number. Accordingly, the Class A stockholders will elect five of the 14
directors, and Class B stockholders will elect nine directors. Directors are
elected by a plurality of the votes cast.
The five Nominees for election as directors by the Class A stockholders are
A. Leon Higginbotham, Jr., Robert A. Lawrence, Charles H. Price II, William O.
Taylor and Donald M. Stewart. The nine Nominees for election as directors by the
Class B stockholders are John F. Akers, Richard L. Gelb, Ruth S. Holmberg,
Russell T. Lewis, George B. Munroe, George L. Shinn, Arthur Ochs Sulzberger,
Arthur O. Sulzberger, Jr. and Judith P. Sulzberger. Mrs. Holmberg, Mr.
Sulzberger and Dr. Sulzberger are siblings. Mr. Sulzberger, Jr. is the son of
Mr. Sulzberger. All of the Nominees other than Messrs. Lewis and Sulzberger, Jr.
are currently directors of the Company and were elected at the Annual Meeting of
Stockholders held on April 16, 1996, for which proxies were solicited. Louis V.
Gerstner, Jr., Marian S. Heiskell and Cyrus R. Vance, currently directors, have
decided not to stand for re-election. The Board of Directors has amended the
by-laws to provide that the size of the Board will be reduced to 14 members,
effective May 16, 1997. Messrs. Taylor and Lawrence were elected directors by
the Board in October 1993, immediately following the consummation of the API
Acquisition. Mr. Taylor was formerly Chairman of the Board of API, and Mr.
Lawrence was a director of API. Their election to the Company's board was
required by the Agreement and Plan of Merger, dated as of June 11, 1993, as
amended as of August 12, 1993, among the Company, its subsidiary, Sphere, Inc.,
and API (the "API Merger Agreement"). The API Merger Agreement also requires the
Company to cause Messrs. Taylor and Lawrence to be nominees for director at
least through the Company's 1998 annual meeting. See "Interest of Directors in
Certain Transactions of the Company."
If any of the Nominees should become unavailable for election, all
uninstructed proxies will be voted for the election of such other person or
persons as may be designated by the Board, but the Board has no reason to
anticipate that this will occur. The following information is furnished with
respect to each of the Nominees and is based on information submitted by the
person named:
10
<PAGE>
- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION, AND OTHER INFORMATION
- --------------------------------------------------------------------------------
CLASS A DIRECTORS
THE HONORABLE A. LEON HIGGINBOTHAM, JR.
Of counsel, Paul, Weiss, Rifkind, Wharton & Garrison (law
firm), from 1993
Public Service Professor of Jurisprudence, Kennedy School of
Government,
Harvard University, from 1994
Commissioner, U.S. Commission on Civil Rights, from 1995
[PHOTO]
Senior Circuit Judge for the United States Court of Appeals,
Third Circuit (from 1991 to 1993); Chief Judge for the
United States Court of Appeals, Third Circuit (from 1990 to
1991); Circuit Judge for the United States Court of Appeals,
Third Circuit (from 1977 to 1991) Director Since: 1993
Committee Memberships: Audit and Employee Retirement Income
Security Act ("ERISA")
Age: 69
ROBERT A. LAWRENCE
Director of various corporations and not-for-profit entities
Partner, Saltonstall & Co. (family trust and investment
office, from 1984 to 1996)
Director or Trustee of 34 funds managed by Metropolitan Life
Insurance Co.,
[PHOTO]
State Street Research and Management Co. and affiliates
Director Since: 1993
Committee Membership: Nominating (Chairman), Compensation and
ERISA
Age: 70
THE HONORABLE CHARLES H. PRICE II
Director of various corporations and not-for-profit entities
Chairman, Mercantile Bank of Kansas City, from 1992 to 1996,
and Director, Mercantile Bancorp (bank holding company),
from 1992 to 1996
[PHOTO]
Director of Hanson PLC, Texaco Inc., 360 DEG. Communications,
Inc. and U.S. Industries, Inc.
United States Ambassador to the United Kingdom of Great
Britain and Northern Ireland from 1983 to 1989
Director Since: 1989
Committee Memberships: Compensation and Employee Stock
Purchase Plan ("ESPP")
Age: 66
DONALD M. STEWART
President of The College Board (association of high schools
and colleges, sponsor of Scholastic Assessment Tests and
other academic activities), from 1987
Director of Principal Financial Group (Bankers Life of Iowa
Insurance
[PHOTO]
Company) and Campbell Soup Company, Trustee, Educational
Broadcasting Corporation (Thirteen/WNET-TV)
Director Since: 1986
Committee Memberships: ERISA (Chairman), Audit and Nominating
Age: 58
11
<PAGE>
- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION, AND OTHER INFORMATION
- --------------------------------------------------------------------------------
WILLIAM O. TAYLOR
Chairman and Chief Executive Officer, Globe Newspaper
Company, from 1982
Publisher, THE BOSTON GLOBE (from 1978 to 1997), Chairman and
Chief Executive Officer (from 1982 to 1993), President (from
1992 to 1993) and Director (from 1972 to 1993), Affiliated
Publications, Inc.
[PHOTO]
Director Since: 1993
Committee Membership: Finance
Age: 64
CLASS B DIRECTORS
JOHN F. AKERS
Director of various corporations
Chairman (from 1986 to 1993), Director (from 1983 to 1993),
Chief Executive Officer (from 1985 to 1993), and President
(from 1983 to 1989), IBM
[PHOTO]
Director of PepsiCo, Inc., Springs Industries, Inc., Zurich
Insurance Company-U.S., Lehman Brothers Holdings, Inc.,
Hallmark Cards, Inc. and W.R. Grace & Co.
Director Since: 1985
Committee Memberships: Finance (Chairman), Compensation and
Nominating
Age: 62
RICHARD L. GELB
Consultant and Director of various corporations and
not-for-profit entities Chairman Emeritus (from 1995),
Chairman (from 1976 to 1995), President (from 1972 to 1976),
Chief Executive Officer (from 1972 to 1993) and Director
(from 1960), Bristol-Myers Squibb Company (a diversified
healthcare company)
[PHOTO] Director of New York Life Insurance Company
Director Since: 1974
Committee Memberships: Compensation (Chairman), Finance and
Nominating
Age: 72
RUTH S. HOLMBERG
Chairman, Times Printing Company (THE CHATTANOOGA TIMES
newspaper), from 1992
Publisher, THE CHATTANOOGA TIMES, from 1964 to 1992
[PHOTO]
Director Since: 1961
Committee Membership: ERISA
Age: 76
RUSSELL T. LEWIS
President and Chief Operating Officer of the Company, from
1996
President and General Manager (from 1993 to 1996), Deputy
General Manager (from 1991 to 1993), Senior Vice President,
Production (from 1988 to 1991) and
[PHOTO]
Senior Vice President, Circulation (from 1984 to 1988), THE
NEW YORK TIMES
Age: 49
12
<PAGE>
- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION, AND OTHER INFORMATION
- --------------------------------------------------------------------------------
GEORGE B. MUNROE
Director of various corporations and not-for-profit entities
Consultant (from 1987 to 1990), Chairman (from 1975 to 1987),
Chief Executive Officer (from 1969 to 1987) and Director
(from 1966 to 1994), Phelps Dodge Corporation (copper
mining, manufacturing and specialty chemicals)
[PHOTO]
Director of Santa Fe Pacific Gold Corporation
Director Since: 1988
Committee Memberships: Audit (Chairman), Finance and
Nominating
Age: 75
GEORGE L. SHINN
Consultant and Corporate Director
Chairman of the Board and Chief Executive Officer (from 1976
to 1983) and Director (from 1976 to 1988), First Boston,
Inc. (international investment bank)
[PHOTO]
Trustee of 43 funds of the Colonial Group of Mutual Funds
Director Since: 1978
Committee Memberships: Audit, ERISA and ESPP
Age: 74
ARTHUR OCHS SULZBERGER
Chairman and Chief Executive Officer of the Company, from
1973
Publisher, THE NEW YORK TIMES, from 1963 to 1992
Director Since: 1959
[PHOTO]
Committee Membership: Nominating
Age: 71
ARTHUR O. SULZBERGER, JR.
Publisher, THE NEW YORK TIMES, since 1992
Deputy Publisher (from 1988 to 1992) and Assistant Publisher
(from 1987 to 1988), THE NEW YORK TIMES
[PHOTO]
Age: 45
JUDITH P. SULZBERGER
Physician, Columbia College of Physicians & Surgeons, from
1992 (Genome Center, from 1996)
Attending Physician, St. Luke's-Roosevelt Hospital Center,
Division of Allergy,
[PHOTO]
Clinical Immunology and Infectious Diseases, from 1986 to
1991
Director Since: 1974
Committee Memberships: ESPP and ERISA
Age: 73
13
<PAGE>
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 the directors or officers of the Company or of the other
corporations or financial institutions involved.
2. During 1996, Arthur O. Sulzberger, Jr., was employed as Publisher of THE
NEW YORK TIMES; Stephen Golden, Mrs. Holmberg's son, was employed as Vice
President, Forest Products, Health, Safety and Environmental Affairs, of the
Company; Michael Golden, Mrs. Holmberg's son, was employed as Vice President,
Operations Development, of the Company; Daniel Cohen, Dr. Sulzberger's son, was
employed as Vice President, Advertising Sales, and as Senior Vice President,
Advertising, both in the Advertising Department of THE NEW YORK TIMES; and Susan
W. Dryfoos, Mrs. Heiskell's daughter, was employed as Director, Times History
Productions. With respect to services performed for the Company in 1996, Mr.
Stephen Golden earned $225,000 and a bonus of $158,600; Mr. Michael Golden
earned $250,000 and a bonus of $158,600; Mr. Cohen earned $177,927 and a bonus
of $96,800; and Ms. Dryfoos earned $117,000 and a bonus of $50,400. See
"Compensation of Executive Officers" for a description of Mr. Sulzberger, Jr.'s
compensation.
3. On October 1, 1993, the Company completed the acquisition of API, the
parent company of THE BOSTON GLOBE. Pursuant to the API Merger Agreement,
Messrs. Taylor and Lawrence were elected directors of the Company and named to
the Finance and Compensation Committees respectively. They will be included as
nominees for director at least through the 1998 annual meeting, provided they
are willing and able to serve.
The API Merger Agreement also provides Mr. Taylor (and his successors as
publisher of THE BOSTON GLOBE) certain management and other rights (including
agreements relating to the composition of the board of directors, the management
and the continued separate existence of Globe Newspaper Company ("GNC"), the
Company's subsidiary that owns THE BOSTON GLOBE). Mr. Taylor has an employment
agreement with GNC that provides that he will remain employed until December 31,
1998, at the salary (as adjusted in the ordinary course) and with the benefits
that he received prior to the merger. In addition, it provides that if his
employment ends as a result of a termination without cause, or as a result of
certain reasons specified therein, Mr. Taylor will become immediately vested in
all outstanding stock options, will become eligible for continued health
insurance coverage and outplacement services and will be entitled to receive the
larger of two salary settlement arrangements, one of which is the present value
of the sum of 125% of base salary and the target bonus for the remaining term of
the agreement, and the other of which is one dollar less than three times Mr.
Taylor's "base amount" as defined in Section 280G of the Internal Revenue Code
of 1986.
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
The Company has standing Audit, Compensation, Employee Retirement Income
Security Act ("ERISA"), Employee Stock Purchase Plan ("ESPP"), Finance and
Nominating Committees. The Board of Directors established the Nominating
Committee in February 1997.
During 1996, the Board of Directors had 10 meetings. In addition, its
standing committees, Audit, Compensation, ERISA, ESPP and Finance, held a total
of 24 meetings. All directors of the Company attended 75% or more of the total
meetings of the Board and committees of the Board of which they are members.
In summary, the functions performed by these committees, their number of
meetings and memberships are as follows:
14
<PAGE>
The Audit Committee selects the independent auditors for the Company
(subject to ratification by the stockholders), reviews the scope and results of
the annual audit, approves the services to be performed by the independent
auditors, reviews the independence of the auditors, reviews the performance and
fees of the independent auditors, reviews the adequacy of the system of internal
accounting controls and reviews the scope and results of internal auditing
procedures. The current members of the Audit Committee are George B. Munroe,
Chairman, A. Leon Higginbotham, Jr., George L. Shinn, Donald M. Stewart and
Cyrus R. Vance. The Committee held three meetings during 1996.
The Compensation Committee adopts and oversees the administration of
compensation plans for executive officers and senior management of the Company,
determines awards granted senior management under such plans, approves
remuneration arrangements for senior management, including all executive
officers of the Company, and reviews the reasonableness of all such
compensation. The current members of the Compensation Committee are Richard L.
Gelb, Chairman, John F. Akers, Louis V. Gerstner, Jr., Robert A. Lawrence and
Charles H. Price II. As required by the API Merger Agreement, Mr. Lawrence was
made a member of the Compensation Committee in October 1993 upon his election to
the Board of Directors. The Committee held seven meetings during 1996.
The ERISA Committee appoints the members of the employee benefits committee
of the Company, appoints and reviews the performance of the trustees and
investment managers of the Company's pension plans and establishes and amends
the Company's employee welfare and pension benefit plans and related trusts. The
current members of the ERISA Committee are Donald M. Stewart, Chairman, A. Leon
Higginbotham, Jr., Ruth S. Holmberg, Robert A. Lawrence, George L. Shinn and
Judith P. Sulzberger. The Committee held five meetings in 1996.
The ESPP Committee oversees the administration of the Employee Stock
Purchase Plan for eligible employees of the Company and its subsidiaries. In
that connection, the Committee has authority to adopt, administer and interpret
such rules and regulations concerning the ESPP and offerings thereunder as it
may deem advisable. The current members of the ESPP Committee are Marian S.
Heiskell, Chairman, Charles H. Price II, George L. Shinn and Judith P.
Sulzberger. The Committee held one meeting in 1996.
The Finance Committee reviews the financial policies of the Company
including, without limitation, dividend policy, repurchase of the Company's
stock, short- and long-term financing, material acquisitions and dispositions
and capital expenditures. The current members of the Finance Committee are Louis
V. Gerstner, Jr., who was Chairman until February 20, 1997; John F. Akers, who
has been Chairman since February 20, 1997; Richard L. Gelb; Marian S. Heiskell;
George B. Munroe; and William O. Taylor. As required by the API Merger
Agreement, Mr. Taylor was made a member of the Finance Committee in October 1993
upon his election to the Board of Directors. The Committee held eight meetings
in 1996.
The Nominating Committee's principal function is to screen and to recommend
candidates to fill vacancies on the Board of Directors. The current members of
the Nominating Committee are Robert A. Lawrence, Chairman, John F. Akers,
Richard L. Gelb, George B. Munroe, Donald M. Stewart and Arthur Ochs Sulzberger.
Stockholders wishing to recommend director candidates for consideration by the
Nominating Committee may do so by writing to the Secretary of the Company,
giving the recommended nominee's name, biographical data and qualifications,
accompanied by the written consent of the recommended nominee.
COMPENSATION OF DIRECTORS; LIABILITY AND REIMBURSEMENT INSURANCE
Under the By-Laws, the directors do not receive a salary for their services,
but may receive an annual retainer and a fixed sum for attendance at Board and
committee meetings. Pursuant to resolutions of the Board, non-employee directors
receive an annual retainer of $25,000, payable in quarterly installments of
$6,250 and a fee of $1,000 for attendance at each Board and Committee meeting.
In addition, they are paid their expenses of attendance. For 1996, the Company
paid $584,761 in the form of retainers, meeting fees and expenses of attendance.
In addition, in 1991 each non-employee director began receiving annually an
15
<PAGE>
option to purchase 1,000 shares of the Company's Class A Common Stock pursuant
to the Company's Non-Employee Directors' Stock Option Plan. Such options, which
are granted each year on the date of the Company's annual stockholders meeting
with an exercise price equal to the market value of the Class A Common Stock on
such date, become exercisable on the date of the next succeeding annual meeting
and remain exercisable for ten years from the date of grant.
Each director may participate in the Company's Matching Gifts Program,
pursuant to which the Company will match 150% of charitable contributions made
by such directors to colleges, schools, cultural or environmental organizations,
up to a maximum Company contribution of $4,500 per person per year.
The Company maintains life insurance on the life of each director who is not
also an employee of the Company in the amount of $100,000. The income required
by the Internal Revenue Service to be imputed in 1996 to non-employee directors
because of the life insurance coverage was $5,616 in the aggregate. The Company
also maintains life insurance on the life of each non-employee director who
retired after 1991 in the amount of $25,000.
The Company purchased directors' and officers' liability and reimbursement
insurance effective January 1, 1997, for a period of two years. The combined
limit of liability for the insurance is $50,000,000 for the two-year term and
the total cost to the Company is $552,100. The insurers providing the insurance
are Continental Casualty Company of Chicago, Illinois ($25,000,000), Gulf
Insurance Company of St. Louis, Missouri ($15,000,000), and Reliance Insurance
Company of Philadelphia, Pennsylvania ($10,000,000).
16
<PAGE>
- --------------------------------------------------------------------------------
COMPENSATION OF EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
The following tables and discussion summarize the compensation for the
fiscal year ended December 29, 1996, of the chief executive officer of the
Company, each of the four other most highly compensated executive officers of
the Company and one individual who was one of the four other most highly
compensated executive officers during 1996, but resigned effective September 20,
1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------------------- -------------------------- ---------
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H)
OTHER RESTRICTED
ANNUAL STOCK STOCK LTIP
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) ($) (#) ($)(3)
- ------------------------------------- --------- --------- --------- ------------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Arthur Ochs Sulzberger............... 1996 575,000 822,200 1,053 0 75,840 0
Chairman and Chief 1995 555,000 822,200 0 0 75,840 198,220
Executive Officer 1994 535,000 822,200(5) 8,248 0 100,000 336,300(5)
Russell T. Lewis(6).................. 1996 418,785 463,450 9,886 0 48,827 0
President and Chief Operating
Officer
Arthur O. Sulzberger, Jr............. 1996 450,000 510,200 0 0 40,057 0
Publisher of THE NEW YORK TIMES 1995 428,000 510,200 0 0 40,057 132,685
1994 408,000 510,200 0 0 48,573 225,150
William O. Taylor.................... 1996 421,289 368,364 7,466 0 40,057 0
Publisher of THE BOSTON GLOBE 1995 407,019 161,777 9,107 0 40,057 0
1994 397,000 153,451 10,917 0 48,573 0
David L. Gorham...................... 1996 400,000 396,000 0 0 34,514 0
Senior Vice President 1995 358,000 364,000 1,092 0 34,514 109,480
Deputy Chief Operating Officer 1994 330,000 353,400 3,300 0 33,920 185,700
Lance R. Primis(7)................... 1996 485,000 499,350 5,855 0 0 0
Former President and Chief 1995 460,000 665,800 13,338 0 48,827 149,345
Operating Officer 1994 435,000 665,800 0 0 70,000 241,838
<CAPTION>
<S> <C>
(A) (I)
ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($)(4)
- ------------------------------------- -------------
<S> <C>
Arthur Ochs Sulzberger............... 4,500
Chairman and Chief 4,500
Executive Officer 4,500
Russell T. Lewis(6).................. 4,500
President and Chief Operating
Officer
Arthur O. Sulzberger, Jr............. 3,500
Publisher of THE NEW YORK TIMES 3,500
3,500
William O. Taylor.................... 0
Publisher of THE BOSTON GLOBE 0
0
David L. Gorham...................... 4,500
Senior Vice President 4,500
Deputy Chief Operating Officer 4,500
Lance R. Primis(7)................... 3,590,340(8)
Former President and Chief 4,500
Operating Officer 4,500
</TABLE>
- --------------------------
1. Salaries are set and paid on a calendar year basis.
2. Amounts shown in column (e) represent tax payment reimbursements.
3. The last long-term incentive award cycle ended in 1995.
4. Amounts shown in column (i) represent amounts contributed by the Company as
50% matching contributions for the first 6% of earnings contributed by or on
behalf of the named individuals to the Company's Supplemental Retirement and
Investment Plan. See also note 8.
5. $395,000 of Mr. Sulzberger's bonus for 1994 and $136,300 of his LTIP payout
for 1994 consisted of 23,828 retirement units. Retirement units represent
the right under the Company's 1991 Executive Stock Incentive Plan to receive
shares of the Company's Class A Common Stock in ten equal annual
installments commencing upon Mr. Sulzberger's retirement. The retirement
units are included in the table at values of $22.5625 per unit (for 17,507
units) and $21.5625 per unit (for 6,321 units), the average prices of shares
of the Company's Class A Common Stock on the dates of grant.
6. Mr. Lewis became President and Chief Operating Officer on September 20,
1996. Prior to that date, he was President of THE NEW YORK TIMES. Amounts
shown include all compensation earned in 1996.
7. Mr. Primis resigned as President and Chief Operating Officer effective
September 20, 1996.
8. In addition to amounts contributed on behalf of Mr. Primis to the Company's
Supplemental Retirement and Investment Plan, this amount includes cash
severance of $3,585,840. See "Termination of Employment Arrangements."
17
<PAGE>
TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has entered into a Separation Agreement (the "Agreement") with
Lance Primis, who resigned as the Company's President and Chief Operating
Officer effective September 20, 1996. Pursuant to this Agreement, Mr. Primis
continued to receive his regular monthly salary through January 3, 1997, and on
that date received a payment of $499,350. This amount represented 150% of the
bonus base amount set for Mr. Primis for 1996 by the Company's Compensation
Committee. Mr. Primis also received a severance payment of $3,585,840. During
the period ending June 16, 2006, Mr. Primis will receive medical and insurance
coverage paid for by the Company and on July 19, 2001, will be eligible to
receive an annual pension of $314,000 a year from the Company. A substantial
part of such pension payments is conditioned on Mr. Primis's compliance with
certain non-competition, confidentiality and non-solicitation covenants
contained in the Agreement. Under the terms of the Agreement, all of Mr.
Primis's unvested options vested as of September 20, 1996, and may be exercised
during the one-year period ending September 20, 1997 (but in no event beyond the
original expiration date).
The Company has also entered into an agreement with David L. Gorham, who
retired as a Senior Vice President of the Company effective January 1, 1997.
Pursuant to this agreement, Mr. Gorham received a payment of $700,000 in early
1997. This amount was calculated as the approximate equivalent of his 1996
salary and annual bonus.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS(1)(#) VALUE(2)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(A) (B) (C) (D) (E) (F)
% OF TOTAL
OPTIONS
OPTIONS GRANTED TO EXERCISE OR GRANT DATE
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME (#) FISCAL YEAR ($/SH) DATE ($)
- ----------------------------------------------------- --------- --------------- ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Arthur Ochs Sulzberger............................... 75,840 3.52 38.4375 12/19/2006 907,046.40
Russell T. Lewis..................................... 48,827 2.26 38.4375 12/19/2006 583,970.92
Arthur O. Sulzberger, Jr. ........................... 40,057 1.86 38.4375 12/19/2006 479,081.72
William O. Taylor.................................... 40,057 1.86 38.4375 12/19/2006 479,081.72
David L. Gorham...................................... 34,514 1.60 38.4375 12/19/2006 412,787.44
Lance R. Primis...................................... 0 N/A N/A N/A N/A
</TABLE>
- --------------------------
1. The options granted to the named individuals in 1996 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 Common
Stock and have an exercise price equal to the market value of the stock on
the grant date.
2. In accordance with the rules of the SEC, "Grant Date Value" has been
calculated using the Black-Scholes model of option valuation, adjusted to
reflect an option term of 6.04 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 five others who
were named executive officers during that period. The model also assumes:
(a) an interest rate of 6.19% that represents the interest rate on a U.S.
Treasury Bond with a maturity date corresponding to that of the adjusted
option term of 6.04 years; (b) volatility of 23.84% calculated using weekly
stock prices for the five years (260 weeks) prior to the grant date; and (c)
dividends for 1996 at the rate of $.60 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 19,
1996, grant date, was determined to be $11.96 per option.
18
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES(1)
<TABLE>
<CAPTION>
(A) (B) (C-1) (C-2) (D) (E)
<S> <C> <C> <C> <C> <C>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
AGGREGATE ANNUALIZED OPTIONS AT OPTIONS AT
SHARES VALUE VALUE FY-END (#) FY-END ($)
ACQUIRED REALIZED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($)(2) ($)(3) UNEXERCISABLE(4) UNEXERCISABLE(5)
- ------------------------------- --------------- ------------ ------------ ----------------- ---------------------
Arthur Ochs Sulzberger......... 20,211 84,997 9,346 309,400/205,863 4,475,797/1,577,031
Russell T. Lewis............... 29,366 160,314 55,358 33,572/103,571 407,449/657,845
Arthur O. Sulzberger, Jr....... 35,744 375,502 121,889 87,103/104,411 1,040,541/772,742
William O. Taylor.............. 0 0 0 69,677/106,180 899,205/793,970
David L. Gorham................ 20,255 150,311 26,198 72,651/84,313 906,715/582,396
Lance R. Primis................ 281,094 2,975,891 1,209,186 0/0 0/0
</TABLE>
- --------------------------
1. All options are for Class A Common 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.
4. Options granted to these executives under the Company's 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 29, 1996 ($38.50), minus
the option exercise price.
PENSION PLAN TABLE
The following table shows the annual estimated benefits payable under the
Company's 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 (other than Mr. Taylor) 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.
<TABLE>
<CAPTION>
HIGHEST ESTIMATED ANNUAL PENSION FOR
FIVE YEAR REPRESENTATIVE YEARS OF CREDITED
AVERAGE SERVICE(1)
ANNUAL ----------------------------------
COMPENSATION 10 15 20
- ------------- ---------- ---------- ----------
<S> <C> <C> <C>
$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
1,700,000.. 425,000 637,500 850,000
</TABLE>
- ------------------------
1. The Company became obligated to continue retirement plans in which Mr.
Taylor and other Boston Globe executives participate when it acquired API in
1993. The benefit under these plans is earned at a rate of 2% for each year
of service up to 35 years, except that each year of service over 25 is
credited as 75% of a year. The maximum annual benefit payable with at least
35 years of credited service is 65% of average annual compensation for the
five years immediately preceding retirement, assuming employment by the
Company until age 62. Under the plan, Mr. Taylor is entitled to an annual
retirement benefit of 65% of his final average annual compensation.
19
<PAGE>
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 (other than Mr. Taylor), annual covered
compensation for 1996 is the sum of (i) the amount shown for 1996 in column (c)
of the Summary Compensation Table above, (ii) the portion of the bonus earned
for 1996 which was paid in 1996 plus the amount of such bonus which was deferred
by the executive, and (iii) the portion of the annual bonus earned for 1995
which was paid in 1996 (including the cash equivalent value of retirement units
awarded in lieu of cash). The Company generally pays 50% of the annual bonus
earned for a particular year in that year and pays the remainder early in the
following year; however, the bonus amounts payable as Annual Performance Awards
to Arthur Ochs Sulzberger and Arthur O. Sulzberger, Jr. for 1995 and 1996 were
paid by their terms in the years following the years in which they were earned.
Annual covered compensation for 1996 was $1,397,200 for Arthur Ochs Sulzberger;
$737,914 for Russell T. Lewis; and $1,150,800 for Lance R. Primis. Annual
covered compensation for 1996 under the plan in which Mr. Taylor participates
includes the amount of 1996 salary as shown in column (c) of the Summary
Compensation Table plus the amount of 1996 bonus shown in column (d) of such
Table.
The named executive officers had the following full years of credited
service as of December 29, 1996: Arthur Ochs Sulzberger: 45; Russell T. Lewis:
25; Arthur O. Sulzberger, Jr.: 18; William O. Taylor: 40; David L. Gorham: 22;
and Lance R. Primis: 27.
Under another plan which the Company became obligated to continue when it
acquired API in 1993, Mr. Taylor is entitled to a payment at his termination of
employment equal to 40 weeks of his compensation at that time.
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total shareholder return for
the five years ending December 31, 1996, on an assumed investment of $100 on
December 31, 1991, in the Company, the Standard & Poor's S&P 500 Stock Index and
an index of a peer group of 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 Times Mirror Company, Tribune
Company and The Washington Post Company. Shareholder 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.
Also shown below are the related annual percentage changes in shareholder
return for each of the five years shown in the graph. The information shown in
the chart has been derived from the graph.
20
<PAGE>
STOCK PERFORMANCE COMPARISON BETWEEN S&P 500, THE NEW YORK TIMES
COMPANY'S CLASS A COMMON STOCK AND PEER GROUP COMMON STOCK
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NYTC S&P 500 PEER GROUP
<S> <C> <C> <C>
12/31/1991 100 100 100
12/31/1992 114 108 113
12/31/1993 116 118 131
12/31/1994 100 120 122
12/31/1995 137 165 156
12/31/1996 178 203 192
</TABLE>
ANNUAL PERCENTAGE CHANGE IN TOTAL RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NYTC PEER GROUP S&P 500
<S> <C> <C> <C>
12/31/92 14 13 8
12/31/93 2 17 10
12/31/94 -14 -7 1
12/31/95 37 28 38
12/31/96 31 23 23
</TABLE>
21
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee has furnished the following report on executive
compensation for inclusion in this proxy statement:
To the Stockholders of The New York Times Company:
In order to effectively serve the interests of the Company and its
stockholders, compensation for the Company's executive officers, including the
Chief Executive Officer, is designed to create incentives for high levels of
individual and Company performance and to reward such performance. Annual
bonuses are paid only if financial targets are achieved. These targets are set
by the Committee in advance 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.
In 1995, the Committee, which consists solely of non-employee directors of
the Company, structured 1996 compensation for executive officers to consist of
salary, an annual bonus potential and stock options. As noted above, annual
bonus amounts actually paid were based largely on the Company's financial
performance. A substantial share of total potential cash compensation for
executive officers depended on incentive bonus potentials and thus was tied to
Company performance. The more responsible the executive officer's position, the
greater the portion of potential total cash compensation that depended on
incentive bonus potentials.
Prior to the Committee's determination of salaries and annual cash bonus
potentials for the Company's Chief Executive Officer and its executive officers,
management reported to the Committee on its review of survey data assembled by
outside compensation consultants. The data analyzed total actual cash
compensation for comparable executive positions at United States media
companies, including those companies in the peer group used in the graph showing
comparative stock performance. The companies surveyed had revenues ranging from
approximately $250 million to $3.8 billion; the consultants' analysis took into
account the effect of revenue size on the compensation practices of individual
companies. The data were used to set target annual cash compensation for
executive officers slightly above the midrange of companies surveyed and to
allocate a significant portion of such compensation to performance-based annual
bonus potentials.
Salaries for executive officers are reviewed annually and were set for 1996
in late 1995. Increases in salary range midpoints over 1995, including increases
for the named executive officers, were based on a review of the competitive
data. The 1996 salary midpoints for the Company's executive officers were
generally within the midrange of practices for media companies surveyed, taking
into account the Company's revenue size. In setting compensation for individual
executive officers, the Committee considered individual performance, 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 of the executives.
Annual bonus potentials for 1996 were set for executive officers in late
1995. The amounts actually paid depended principally on the level of achievement
of performance against financial targets which were also set by the Committee in
late 1995 and, to a lesser extent, an individual's performance and contribution
to other operating unit goals. These targets were largely based on operating
earnings of the Company or of the person's operating unit and were generally
substantially exceeded for 1996.
The number of stock options granted to each executive officer in 1996
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
22
<PAGE>
executives at comparable salary levels at other media companies. 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 at the 75th percentile of media companies
in the survey data. All stock options have an exercise price equal to the market
price of the Class A Common Stock 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. The number of options previously granted that remain
outstanding was not considered in making option grants in 1996.
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 1995, stockholders of the Company approved amendments to
the Company's 1991 Executive Cash Bonus Plan and 1991 Executive Stock Incentive
Plan that will insure that compensation paid by the Company to executive
officers pursuant to these plans will be deductible by the Company for federal
income tax purposes. All compensation paid to the Company's executive officers
in 1996 was deductible by the Company in accordance with such provisions of the
Internal Revenue Code.
The annual bonus paid to Mr. Sulzberger for 1996 was equal to the amount
paid for 1995. This is because in both years the earnings per share targets set
for the annual bonus were met or exceeded substantially, resulting in bonus
payouts at the maximum permitted under the plan. Mr. Sulzberger's annual bonus
for 1996 represented approximately 59% of his total cash compensation for 1996.
The Committee believes that Mr. Sulzberger's 1996 compensation was
appropriate in light of his role in the Company's recent performance, which in
1996 included significantly improved performance over 1995 in most lines of
business and in earnings per share, his years of experience and stature in the
communications business, and his role in restructuring the Company's senior
management team.
Richard L. Gelb, CHAIRMAN
John F. Akers
Louis V. Gerstner, Jr.
Robert A. Lawrence
Charles H. Price II
23
<PAGE>
- --------------------------------------------------------------------------------
PROPOSAL NUMBER 2
SELECTION OF AUDITORS
- --------------------------------------------------------------------------------
The Company has an Audit Committee of the Board of Directors, whose members
are appointed annually by the Board. The Audit Committee currently consists of
George B. Munroe, Chairman, A. Leon Higginbotham, Jr., George L. Shinn, Donald
M. Stewart and Cyrus R. Vance, none of whom is an employee of the Company.
The Audit Committee has selected the firm of Deloitte & Touche LLP,
independent certified public accountants, as auditors of the Company for the
fiscal year ending December 28, 1997, subject to ratification of such selection
by the Class A and Class B stockholders of the Company voting together as one
class. Deloitte & Touche LLP and its predecessor firm, Deloitte Haskins & Sells,
have audited the financial statements of the Company for many years.
The Company has been informed by Deloitte & Touche LLP that such firm has no
direct financial interest nor any material indirect financial interest in the
Company or any of its affiliated companies. Neither Deloitte & Touche LLP nor
its predecessor has had any connection during the past five years with the
Company or any of its 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. Such representative will also be available to respond to appropriate
questions from stockholders at the Annual Meeting.
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 certified public accountants,
as auditors of the Company for the fiscal year ending
December 28, 1997, is hereby ratified, confirmed and
approved.
The affirmative vote of the holders of a majority of the shares of Class A
and Class B Common 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, an abstention or a broker non-vote will have the same
effect as a vote against the foregoing resolution.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
DISCRETIONARY AUTHORITY TO VOTE PROXY
Management does not know of any other matters to be considered at the Annual
Meeting. If any other matters do properly come before the meeting, the Proxy
will be voted in respect thereof in accordance with the best judgment of the
persons authorized therein, and the discretionary authority to do so is included
in the Proxy.
ANNUAL REPORT; ANNUAL REPORT ON FORM 10-K
The Annual Report of the Company for the year 1996 accompanies this Proxy
Statement. The Company's 1996 Annual Report on Form 10-K, as filed with the SEC,
which includes audited financial statements, is included in the Company's Annual
Report.
24
<PAGE>
Stockholders who would like an additional copy of the Company's 1996 Annual
Report on Form 10-K may obtain it, free of charge, upon request to the Secretary
of the Company.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the 1998 Annual Meeting must
insure that such proposals are received by the Secretary of the Company not
later than December 8, 1997. Such proposals must meet the requirements of the
SEC to be eligible for inclusion in the Company's 1998 proxy materials.
By Order of the Board of Directors.
/s/ Laura J. Corwin
LAURA J. CORWIN
SECRETARY
New York, N. Y.
April 7, 1997
25
<PAGE>
FROM DOVER / EASTERN SHORE
Take Route 13 South. Cross the Chesapeake Bay Bridge Tunnel ($10.00). Continue
on Route 13 South (Northhampton Blvd.) to I-64 East (Chesapeake / Suffolk).
Follow I-64 East to exit 284 for Norfolk (I-264 West). Continue on I-264 West
and take exit 9, (left exit) Waterside Drive. Follow the Downtown Norfolk
Directions.
FROM RICHMOND
Take I-64 East. Follow signs for Norfolk. Cross the Hampton Roads Bridge Tunnel.
Take exit 284 for Norfolk (I-264 West). Continue on I-264 West and take exit 9,
(left exit) Waterside Drive. Follow the Downtown Norfolk Directions.
FROM RALEIGH
Take Route 64 East toward Rocky Mount. At Rocky Mount take I-95 North. Use exit
11 at Emporia to Route 58 East. Continue on Route 58 East toward Suffolk, VA.
After Suffolk, Route 58 East will become 3 lanes. Stay in the center lane,
following signs for Norfolk. Road will split, center lane will veer right.
After split there will be four lanes. Use left or center lanes which will
become I-264 East. Follow signs for Norfolk. Continue on I-264 East through the
Downtown Tunnel. After the tunnel, go over the 4-lane bridge (Berkeley Bridge).
Use center lane for Waterside Drive Exit. Folow the Downtown Norfolk Directions.
FROM THE AIRPORT
Leaving the Airport, continue straight to I-64 East. Take exit 284 for Norfolk
(I-264 West). Continue on I-264 West and take exit 9, (left exit) Waterside
Drive. Follow the Downtown Norfolk Directions.
DOWNTOWN NORFOLK TO WTKR-TV NEWSCHANNEL 3
Follow Waterside Drive as it curves around and continues straight, (approx. 1
mile). Waterside Drive turns into Boush Street. Park in the Bute Street Parking
Garage. It is on the (left) corner of Boush and Bute. WTKR-TV NewsChannel 3 is
within one walking block, 720 Boush Street, corner of Brambleton and Boush
Street.
<PAGE>
THE NEW YORK TIMES COMPANY CLASS A
Proxy Solicited on Behalf of the Board of Directors of
P the Company for Annual Meeting on May 16, 1997
R
O The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,
X Laura J.Corwin and Solomon B. Watson IV, and each of them, as proxies with
Y full power ofsubstitution in each, to represent the undersigned at the Annual
Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be held at 9:00 A.M.,
local time, at WTKR-TV, 720 Boush Street, Norfolk, Virginia 23510, on Friday,
May 16, 1997, or at any adjournments thereof, and to vote on all matters
coming before said meeting including the proposals indicated on the reverse
side hereof.
Election of Class A Directors. Change of Address
Nominees:
A. Leon Higginbotham, Jr., ----------------------------------
Robert A. Lawrence, Charles H. Price II, ----------------------------------
Donald M. Stewart, William O. Taylor ----------------------------------
----------------------------------
(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 Director's recommendations. Your shares cannot be
voted unless you sign and return this card.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<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.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
For Withheld For Against Abstain
1. Election of [ ] [ ] 2. Ratification of selection [ ] [ ] [ ]
Class A Directors of Deloitte & Touche LLP
(see reverse) as auditors
For, except vote withheld from the following nominee(s)
- -------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
This proxy is solicited on behalf of the
Board of Directors for the Annual Meeting
on May 16, 1997.
Your signature on the proxy is your
acknowledgment of receipt of the Notice of
Meeting and Proxy Statement, both dated
April 7, 1997.
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. If signing as a corporation, please give full
corporate name by authorized officer.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
THE NEW YORK TIMES COMPANY CLASS B
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting on May 16, 1997
P
R
O
X The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,
Y Laura J.Corwin and Solomon B. Watson IV, 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 9:00 A.M.,
local time, at WTKR-TV, 720 Boush Street, Norfolk, Virginia 23510, on Friday,
May 16, 1997, or at any adjournments thereof, and to vote on all matters
coming before said meeting including the proposals indicated on the reverse
side hereof.
Election of Class B Directors. Nominees:
Change of Address
John F. Akers, Richard L. Gelb, Ruth S.
Holmberg, Russell T. Lewis, George B. ------------------------------
Munroe, George L. Shinn, Arthur Ochs ------------------------------
Sulzberger, Arthur Ochs Sulzberger, Jr., ------------------------------
Judith P. 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 Director's recommendations. Your shares cannot be voted
unless you sign and return this card.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<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.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
For Withheld For Against Abstain
1. Election of [ ] [ ] 2. Ratification of selection [ ] [ ] [ ]
Class B Directors of Deloitte & Touche LLP
(see reverse) as auditors
For, except vote withheld from the following nominee(s)
- -------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
This proxy is solicited on behalf of the
Board of Directors for the Annual
Meeting on May 16, 1997.
Your signature on the proxy is your
acknowledgment of receipt of the Notice
of Meeting and Proxy Statement, both
dated April 7, 1997.
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 as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If signing as a corporation, please give full
corporate name by authorized officer.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
SECRETARY'S OFFICE
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
- --------------------------------------------
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO 289 NEW YORK NY
- --------------------------------------------
POSTAGE WILL BE PAID BY ADDRESSEE
THE NEW YORK TIMES COMPANY
229 WEST 43D STREET
NEW YORK NY 10109 - 0225
<PAGE>
Please return this card ONLY
IF YOU PLAN TO ATTEND. / / I plan to attend the Meeting.*
THE NEW YORK TIMES COMPANY
ANNUAL MEETING OF STOCKHOLDERS Please type or print clearly.
9:00 A.M., FRIDAY, MAY 16, 1997
WTKR-TV
720 BOUSH STRET _________________________________
NORFOLK, VIRGINIA 23510 Name of Stockholder
[NYT LOGO] _________________________________
Street Address
_________________________________
City State Zip
*To faciliate counting,
please forward your proxy
to the Transfer Agent
even if you are planning
to attend. You can always
revoke it at the meeting
if you wish.
