Shareholders of New York Times (NYSE: NYT) back board, auditors and pay

Rhea-AI Filing Summary

The New York Times Company held its annual stockholder meeting on April 22, 2026, where investors voted on directors, auditors and executive pay. All management nominees for the Board were elected by both Class A and Class B common stockholders.

Stockholders ratified the Audit Committee’s selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 148,898,115 votes for, 2,633,409 against and 540,212 abstentions. Class B common stockholders approved the advisory resolution on executive compensation with 754,431 votes for, none against and no abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification - For: 148,898,115 votes Auditor ratification - Against: 2,633,409 votes Auditor ratification - Abstain: 540,212 votes +4 more

7 metrics

Auditor ratification - For 148,898,115 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Auditor ratification - Against 2,633,409 votes Ratification of Ernst & Young LLP

Auditor ratification - Abstain 540,212 votes Ratification of Ernst & Young LLP

Say-on-pay Class B - For 754,431 votes Advisory vote to approve executive compensation by Class B stockholders

Director vote Bhutani - For 140,115,140 votes Class A vote for director Amanpal S. Bhutani

Director vote McAndrews - For 115,969,988 votes Class A vote for director Brian P. McAndrews

Director Class B support 754,431 votes Class B votes for each listed director nominee

Key Terms

Broker Non-Vote, advisory vote to approve executive compensation, independent registered public accounting firm, Class B common stockholders

4 terms

Broker Non-Vote financial

"For | Against | Abstain | Broker Non-Vote 148,898,115 | 2,633,409 | 540,212 | Not Applicable"

advisory vote to approve executive compensation financial

"Proposal Number 3 — Advisory vote to approve executive compensation"

independent registered public accounting firm financial

"Ernst & Young LLP, an independent registered public accounting firm, as auditors"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Class B common stockholders financial

"The Class B common stockholders approved the advisory resolution on the compensation"

Understanding 8-K Material Events →

FALSE000007169100000716912026-04-222026-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): April 22, 2026

The New York Times Company

(Exact name of registrant as specified in its charter)

New York

1-5837

13-1102020

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

620 Eighth Avenue,

New York,

New York

10018

(Address and zip code of principal executive offices)

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

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

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

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

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

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

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock			NYT			New York Stock Exchange

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

Emerging growth company ☐

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

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of The New York Times Company (the “Company”) was held on April 22, 2026. At the annual meeting, the Company’s stockholders voted on three proposals and cast their votes as follows:

Proposal Number 1 — Election of directors

The stockholders (with Class A and Class B common stockholders voting separately) elected all of management’s nominees for election as directors. The results of the vote taken were as follows:

Directors						For						Withheld						Broker Non-Vote
(Vote results of Class A common stockholders)
Amanpal S. Bhutani						140,115,140						1,832,259						9,368,886
Beth Brooke						139,809,568						2,137,831						9,368,886
Brian P. McAndrews						115,969,988						25,977,411						9,368,886
John W. Rogers, Jr.						129,483,558						12,463,841						9,368,886
(Vote results of Class B common stockholders)
Manuel Bronstein						754,431						0						1,020
Rachel Glaser						754,431						0						1,020
Arthur Golden						754,431						0						1,020
Margot Golden						754,431						0						1,020
Meredith Kopit Levien						754,431						0						1,020
David Perpich						754,431						0						1,020
Anuradha B. Subramanian						754,431						0						1,020
A.G. Sulzberger						754,431						0						1,020
Rebecca Van Dyck						754,431						0						1,020

Proposal Number 2 — Ratification of the selection of Ernst & Young LLP as auditors

The stockholders (with Class A and Class B common stockholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2026. The results of the vote taken were as follows:

For

Against

Abstain

Broker Non-Vote

148,898,115

2,633,409

540,212

Not Applicable

Proposal Number 3 — Advisory vote to approve executive compensation

The Class B common stockholders approved the advisory resolution on the compensation of the Company’s named executive officers. The results of the vote taken were as follows:

For						Against						Abstain						Broker Non-Vote
754,431						0						0						1,020

SIGNATURES

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

			THE NEW YORK TIMES COMPANY
Date: April 23, 2026			By:			/s/ Michael A. Brown
						Michael A. Brown
						Vice President, Assistant General Counsel and Corporate Secretary

FAQ

What did The New York Times Company (NYT) stockholders approve at the 2026 annual meeting?

Stockholders elected all management director nominees, ratified Ernst & Young LLP as auditors, and Class B stockholders approved the advisory executive compensation resolution. These outcomes confirm support for the board slate, audit firm choice, and the company’s named executive officer pay program.

How did New York Times (NYT) stockholders vote on ratifying Ernst & Young LLP as auditors?

Stockholders ratified Ernst & Young LLP as auditors for the year ending December 31, 2026, with 148,898,115 votes for, 2,633,409 against and 540,212 abstentions. This shows clear approval of the Audit Committee’s selection of the independent registered public accounting firm.

Were all New York Times (NYT) director nominees elected at the 2026 annual meeting?

All management nominees for director were elected by both Class A and Class B common stockholders. For example, Class A holders cast 140,115,140 votes for Amanpal S. Bhutani and 139,809,568 for Beth Brooke, while Class B holders supported each listed nominee with 754,431 votes for.

How did New York Times (NYT) Class B stockholders vote on executive compensation?

Class B common stockholders approved the advisory vote on executive compensation with 754,431 votes for, zero against and zero abstentions, plus 1,020 broker non-votes. This non-binding vote indicates strong support for the compensation of the company’s named executive officers.

What was the role of broker non-votes in the New York Times (NYT) 2026 meeting results?

Broker non-votes appeared in several items, including 9,368,886 broker non-votes in the Class A director elections and 1,020 in the Class B votes. These represent shares present but not voted on specific proposals, so they did not count as for or against.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB