Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2010



The New York Times Company

(Exact name of registrant as specified in its charter)




New York   1-5837   13-1102020

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

620 Eighth Avenue, New York, New York   10018
(Address of principal executive offices)   (Zip Code)

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))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2010, Daniel Cohen notified the Chairman of the Board of Directors of The New York Times Company (the “Company”) of his decision not to stand for re-election to the Board at the Company’s 2010 annual meeting. Mr. Cohen, a member of the Ochs/Sulzberger family, who in addition to serving as a director is a trustee of the family trust that holds a majority of the Company’s Class B Common Stock, will continue to serve until the 2010 annual meeting, which the Company expects will be held in April.

The trustees of the Ochs/Sulzberger family trust, which has the right to elect 70% of the Company’s Board, has notified the Company that it intends to advise the Board’s Nominating & Governance Committee of a suggested nominee to be elected by the holders of the Class B Common Stock at the Company’s 2010 annual meeting in place of Mr. Cohen.


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


Date: January 8, 2010     By:  

/S/    KENNETH A. RICHIERI        

      Kenneth A. Richieri
      Senior Vice President, General Counsel and Secretary