Sector: Communication
NEW YORK TIMES CLASS A · Meeting: April 22, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Independent director with strong technology and digital business expertise; no overboarding, attendance, or TSR concerns — NYT's 3-year return of +124% outperforms the sector ETF by about 4 percentage points, well below any underperformance trigger.
Independent director with extensive financial and public policy experience from nearly 40 years at Ernst & Young; no policy triggers fire and the company's stock performance during her tenure since 2021 has been strong.
Independent director and Compensation Committee chair with deep digital media and CEO experience; long-tenured since 2012 with no overboarding issue (two outside boards) and stock performance well above the underperformance threshold.
Independent director with strong financial and investment management expertise; serves on two other public boards (Nike and Ryan Specialty Group) which is within the policy limit, and no TSR trigger fires.
Independent director with deep product and technology experience; joined in 2021 and the company has significantly outperformed its sector benchmark during his tenure.
Independent director, Presiding Director, and Audit Committee chair with substantial CFO-level financial expertise; strong qualifications and no policy triggers fire.
Non-independent, non-employee director and Ochs-Sulzberger family trustee; no overboarding, attendance, or TSR triggers apply, and his family alignment with long-term stewardship of the company is the stated basis for his appointment.
Non-independent director who joined in 2024 and is therefore exempt from the TSR trigger under the 24-month new-director exemption; her qualifications are primarily tied to family stewardship of the Ochs-Sulzberger Trust.
CEO and executive director since 2020; the company's 3-year total return of +124% slightly outperforms the sector ETF benchmark (+120%), so the TSR underperformance trigger does not fire, and her operational leadership has delivered strong subscriber and revenue growth.
Non-independent employee director and Ochs-Sulzberger family member serving as Vice Chair and Publisher of The Athletic; no TSR trigger fires and his deep operational knowledge of the company's digital products is a relevant qualification.
Independent director with strong CFO-level financial expertise at consumer and media companies; joined in 2023 and is within the 24-month new-director exemption window, and her audit committee financial expert designation is well-supported.
Chairman, Publisher, and Ochs-Sulzberger family member serving as an executive director since 2018; the company's 3-year TSR of +124% outperforms the sector ETF, so no TSR trigger fires, and his role in driving the company's digital subscription strategy is a clear qualitative contribution.
Independent director since 2015 with extensive digital consumer marketing expertise; no overboarding, attendance, or TSR underperformance triggers apply.
All 13 directors are recommended FOR. The company's 3-year total return of approximately +124% outperforms the Communication Services sector ETF benchmark by roughly 4 percentage points, so no TSR underperformance trigger fires for any director. All directors met the 75% meeting attendance threshold in 2025. No director holds four or more public board seats. The board includes several Ochs-Sulzberger family members who are non-independent, which reflects the company's controlled dual-class structure, but the board maintains a majority of independent directors and fully independent audit, compensation, and nominating committees.
CEO
Meredith Kopit Levien
Total Comp
$8,862,362
Prior Support
N/A
CEO Meredith Kopit Levien received total compensation of approximately $8.9 million in 2025, which is reasonable for the CEO of a $12.9 billion market cap media company. The pay structure is strongly performance-oriented — approximately 88% of the CEO's target compensation is variable, well above the 50-60% minimum threshold, and incentive awards are tied to measurable financial metrics including adjusted operating profit, total revenue, and relative total shareholder return over multi-year periods. The company's 3-year stock return of +124% modestly outperforms the sector benchmark, and above-target incentive payouts at 149% of target reflect genuine above-target financial performance, including 156% payout on the financial component of annual incentives and strong long-term performance award results — all consistent with pay-for-performance alignment.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,760,525
Non-Audit Fees
$531,542
Non-audit fees (tax fees of $451,542 plus other fees of $80,000, totaling $531,542) represent approximately 19% of audit fees of $2,760,525, which is well below the 50% threshold that would raise independence concerns. No material restatements were disclosed, and Ernst & Young is a Big 4 firm appropriate for a company of NYT's size and complexity. Auditor tenure was not disclosed in the filing, so per policy the tenure trigger does not fire.
Meeting held April 22, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Rebecca Van Dyck | 100.0% | 754,431 | 0 | ✓ Elected |
| Meredith Kopit Levien | 100.0% | 754,431 | 0 | ✓ Elected |
| David Perpich | 100.0% | 754,431 | 0 | ✓ Elected |
| Anuradha B. Subramanian | 100.0% | 754,431 | 0 | ✓ Elected |
| A.G. Sulzberger | 100.0% | 754,431 | 0 | ✓ Elected |
| Manuel Bronstein | 100.0% | 754,431 | 0 | ✓ Elected |
| Rachel Glaser | 100.0% | 754,431 | 0 | ✓ Elected |
| Arthur Golden | 100.0% | 754,431 | 0 | ✓ Elected |
| Margot Golden | 100.0% | 754,431 | 0 | ✓ Elected |
| Amanpal S. Bhutani | 98.7% | 140.1M | 1.8M | ✓ Elected |
| Beth Brooke | 98.5% | 139.8M | 2.1M | ✓ Elected |
| John W. Rogers, Jr. | 91.2% | 129.5M | 12.5M | ✓ Elected |
| Brian P. McAndrews | 81.7% | 116.0M | 26.0M | ✓ Elected |
Say on Pay
For 754,431 · Against 0 · Abstain 0
Auditor Ratification
For 148.9M · Against 2.6M · Abstain 540,212
The 2026 NYT annual meeting ballot contains three proposals: election of 13 directors, ratification of Ernst & Young as auditor, and an advisory say-on-pay vote. All three proposals receive a FOR recommendation — the company has delivered strong stock performance over the past three years, pay is well-structured with meaningful performance conditions, and the auditor fee ratio raises no independence concerns.
