Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.37M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 38K
3: EX-21 Subsidiaries List HTML 42K
4: EX-23.1 Consent of Expert or Counsel HTML 33K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 55K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
15: R1 Cover Page HTML 103K
16: R2 Audit Information HTML 38K
17: R3 Consolidated Balance Sheets HTML 196K
18: R4 Consolidated Balance Sheets (Parenthetical) HTML 46K
19: R5 Consolidated Statements of Operations HTML 142K
20: R6 Consolidated Statements of Comprehensive HTML 81K
Income/(Loss)
21: R7 Consolidated Statements of Changes in HTML 107K
Stockholders' Equity
22: R8 Consolidated Statements of Changes in HTML 47K
Stockholders' Equity (Parenthetical)
23: R9 Consolidated Statements of Cash Flows HTML 144K
24: R10 Basis of Presentation HTML 42K
25: R11 Summary of Significant Accounting Policies HTML 80K
26: R12 Revenue HTML 99K
27: R13 Marketable Securities HTML 171K
28: R14 Business Combination HTML 114K
29: R15 Investments HTML 40K
30: R16 Other HTML 63K
31: R17 Fair Value Measurements HTML 123K
32: R18 Pension Benefits HTML 473K
33: R19 Other Postretirement Benefits HTML 473K
34: R20 Other Liabilities HTML 44K
35: R21 Income Taxes HTML 140K
36: R22 Earnings Per Share HTML 37K
37: R23 Stock-Based Awards HTML 87K
38: R24 Stockholders' Equity HTML 69K
39: R25 Segment Information HTML 113K
40: R26 Leases HTML 138K
41: R27 Commitments and Contingent Liabilities HTML 38K
42: R28 Subsequent Events HTML 36K
43: R29 Schedule II - Valuation and Qualifying Accounts HTML 58K
44: R30 Summary of Significant Accounting Policies HTML 141K
(Policies)
45: R31 Summary of Significant Accounting Policies HTML 40K
(Tables)
46: R32 Revenue (Tables) HTML 91K
47: R33 Marketable Securities (Tables) HTML 173K
48: R34 Business Combination (Tables) HTML 118K
49: R35 Other (Tables) HTML 68K
50: R36 Fair Value Measurements (Tables) HTML 120K
51: R37 Pension Benefits (Tables) HTML 381K
52: R38 Other Postretirement Benefits (Tables) HTML 135K
53: R39 Other Liabilities (Tables) HTML 43K
54: R40 Income Taxes (Tables) HTML 140K
55: R41 Stock-Based Awards (Tables) HTML 78K
56: R42 Stockholders' Equity (Tables) HTML 63K
57: R43 Segment Information (Tables) HTML 106K
58: R44 Leases (Tables) HTML 89K
59: R45 Basis of Presentation (Details) HTML 35K
60: R46 Summary of Significant Accounting Policies HTML 76K
(Details)
61: R47 Revenue - Subscription, Advertising, and Other HTML 61K
Revenues (Details)
62: R48 Revenue - Digital-only Subscription Revenue HTML 55K
(Details)
63: R49 Revenue - Advertising Revenues (Details) HTML 55K
64: R50 Revenue - Narrative (Details) HTML 53K
65: R51 Marketable Securities - Narrative (Details) HTML 48K
66: R52 Marketable Securities - Available for Sale HTML 69K
Securities (Details)
67: R53 Marketable Securities - Continuous Loss Position HTML 86K
(Details)
68: R54 Business Combination - Narrative (Details) HTML 63K
69: R55 Business Combination - Schedule of Recognized HTML 86K
Identified Assets Acquired and Liabilities Assumed
(Details)
70: R56 Business Combination - Pro Forma (Details) HTML 37K
71: R57 Business Combination - Schedule of Goodwill HTML 51K
Balances (Details)
72: R58 Business Combination - Schedule of Finite-Lived HTML 56K
Intangible Assets (Details)
73: R59 Business Combination - Schedule of Future HTML 49K
Amortization (Details)
74: R60 Investments (Details) HTML 71K
75: R61 Other - Narrative (Details) HTML 67K
76: R62 Other - Interest Income and Other, Net (Details) HTML 57K
77: R63 Other - Cash Reconciliations (Details) HTML 42K
78: R64 Fair Value Measurements - Financial Assets and HTML 95K
Liabilities Measured at Fair Value (Details)
79: R65 Fair Value Measurements - Change in Balance of HTML 43K
Contingent Consideration (Details)
80: R66 Fair Value Measurements - Narrative (Details) HTML 39K
81: R67 Pension Benefits - Net Periodic Pension Cost HTML 65K
(Details)
82: R68 Pension Benefits - Changes in Plan Assets and HTML 54K
Benefit Obligations Recognized in Other
Comprehensive Income (Details)
83: R69 Pension Benefits - Changes in Benefit Obligation HTML 113K
and Plan Assets (Details)
84: R70 Pension Benefits - Change in Benefit Obligation HTML 43K
and Plan Assets Additional Information (Details)
85: R71 Pension Benefits - Schedule of Accumulated Benefit HTML 42K
Obligations In Excess of Fair Value (Details)
86: R72 Pension Benefits - Schedule of Assumptions Used HTML 61K
(Details)
87: R73 Pension Benefits - Schedule of Allocation of Plan HTML 96K
Assets (Details)
88: R74 Pension Benefits - Fair Value of Plan Assets HTML 134K
(Details)
89: R75 Pension Benefits - Contributions and Expected HTML 58K
Benefit Payments (Details)
90: R76 Pension Benefits - Schedule of Multiemployer Plans HTML 63K
(Details)
91: R77 Other Postretirement Benefits - Schedule of HTML 50K
Components of Net Periodic Postretirement Benefit
Income (Details)
92: R78 Other Postretirement Benefits - Changes in the HTML 52K
Benefit Obligations Recognized in Other
Comprehensive Income (Details)
93: R79 Other Postretirement Benefits - Narrative HTML 47K
(Details)
94: R80 Other Postretirement Benefits - Changes in the HTML 85K
Benefit Obligation and Plan Assets and Other
Amounts (Details)
95: R81 Other Postretirement Benefits - Benefit HTML 40K
Obligations in Excess of Plan Assets (Details)
96: R82 Other Postretirement Benefits - Schedule of HTML 49K
Assumptions Used (Details)
97: R83 Other Postretirement Benefits - Schedule of Health HTML 41K
Care Cost Trend Rates (Details)
98: R84 Other Postretirement Benefits - Schedule of HTML 47K
Expected Benefit Payments (Details)
99: R85 Other Liabilities (Details) HTML 43K
100: R86 Income Taxes - Rate Reconciliation (Details) HTML 88K
101: R87 Income Taxes - Income Tax Expense (Details) HTML 58K
102: R88 Income Taxes - Net Deferred Tax Assets and HTML 67K
Liabilities (Details)
103: R89 Income Taxes - Narrative (Details) HTML 65K
104: R90 Income Taxes - Unrecognized Tax Benefits (Details) HTML 47K
105: R91 Earnings Per Share (Details) HTML 41K
106: R92 Stock-Based Awards - Narrative (Details) HTML 96K
107: R93 Stock-Based Awards - Stock-based Compensation HTML 45K
Expense (Details)
108: R94 Stock-Based Awards - Stock-Settled Restricted HTML 71K
Stock Units (Details)
109: R95 Stock-Based Awards - Class A Common Stock Reserved HTML 65K
for Issuance (Details)
110: R96 Stockholders' Equity - Narrative (Details) HTML 70K
111: R97 Stockholders' Equity - Changes in Accumulated HTML 81K
Other Comprehensive Income (Details)
112: R98 Stockholders' Equity - Reclassifications Out of HTML 67K
Accumulated Other Comprehensive Income (Details)
113: R99 Segment Information - Narrative (Details) HTML 42K
114: R100 Segment Information - Segment Information HTML 92K
(Details)
115: R101 Segment Information - Revenues Detail by Segment HTML 65K
(Details)
116: R102 Leases - Assets And Liabilities (Details) HTML 45K
117: R103 Leases - Operating Lease Costs (Details) HTML 53K
118: R104 Leases - Operating Lease Liability Maturity HTML 52K
(Details)
119: R105 Leases - Narrative (Details) HTML 61K
120: R106 Leases - Building Rental Revenue (Details) HTML 35K
121: R107 Leases - Maturities of Lease Payments (Details) HTML 47K
122: R108 Commitments and Contingent Liabilities (Details) HTML 36K
123: R109 Subsequent Events (Details) HTML 44K
124: R110 Schedule II - Valuation and Qualifying Accounts HTML 45K
(Details)
126: XML IDEA XML File -- Filing Summary XML 232K
129: XML XBRL Instance -- nyt-20231231_htm XML 4.79M
125: EXCEL IDEA Workbook of Financial Report Info XLSX 284K
11: EX-101.CAL XBRL Calculations -- nyt-20231231_cal XML 375K
12: EX-101.DEF XBRL Definitions -- nyt-20231231_def XML 1.41M
13: EX-101.LAB XBRL Labels -- nyt-20231231_lab XML 2.70M
14: EX-101.PRE XBRL Presentations -- nyt-20231231_pre XML 1.85M
10: EX-101.SCH XBRL Schema -- nyt-20231231 XSD 262K
127: JSON XBRL Instance as JSON Data -- MetaLinks 800± 1.21M
128: ZIP XBRL Zipped Folder -- 0000071691-24-000030-xbrl Zip 802K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors of The New York Times Company (the “Company”) has adopted this Compensation Recoupment Policy (this “Policy”) to provide for the recovery of certain incentive
compensation in the event of a Restatement. This Policy is designed to comply with the Applicable Rules.
Any capitalized terms used, but not immediately defined, in this Policy have the meanings set forth in Section 12.
Section 2. Administration.
This Policy shall be administered in the sole discretion of the Committee; provided that the Board may assume any or all powers and authority of the Committee with respect to administration of this Policy, in which case references to the Committee shall be deemed to include the Board, as applicable. The Committee shall have the discretion to interpret the Policy and make all determinations with respect to this
Policy, consistent with applicable law and this Policy. Without limiting the foregoing, this Policy shall be interpreted in a manner that is consistent with the requirements of the Applicable Rules, and compliance with this Policy shall not be waived by the Committee, the Board or the Company in any respect.
Any interpretations and determinations made by the Committee shall be final and binding on all affected individuals.
Subject to any limitation at applicable law, the Committee may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy
(other than with respect to any recovery under this Policy involving such officer or employee).
Section 3. Effective Date; Term.
This Policy is effective as of October 2, 2023, (the “Effective Date”), and supersedes the Company’s previous policy on the recoupment of certain incentives, as first adopted in 2007 and as amended and restated through the Effective Date.
Section 4. Recovery on a Restatement.
In the event
the Company is required to prepare a Restatement, the Company shall reasonably promptly recover from an Executive Officer the amount of any erroneously awarded Incentive-Based Compensation that is Received by such Executive Officer during the Recovery Period.
The amount of erroneously Received Incentive-Based Compensation will be the excess of the Incentive-Based Compensation Received by the Executive Officer (whether in cash or shares) based on the erroneous data in the original financial statements over the Incentive-Based Compensation (whether in cash or in shares) that would have been Received
by the Executive Officer had such Incentive-Based Compensation been based on the restated results, without respect to any tax liabilities incurred or paid by the Executive Officer.
Without limiting the foregoing, for Incentive-Based Compensation based on the Company’s stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, (a) the amount shall be based on the Company’s reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received and (b) the
Company shall maintain documentation of the determination of that reasonable estimate and provide such estimate to the NYSE.
Section 5. Covered Executive Officers and Covered Incentive-Based Compensation.
This Policy covers all persons who are or were Executive Officers at any time during the Recovery Period. Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date the person served as an Executive Officer. Subsequent changes in an Executive Officer’s employment status, including retirement or termination of employment, do not affect the Company’s right to recover Incentive-Based Compensation pursuant to this Policy.
This
Policy shall apply to Incentive-Based Compensation that (a) is Received by any Executive Officer on or after the Effective Date, (b) is Received during the Recovery Period, and (c) results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date.
Section 6. Methods of Recovery.
The Committee shall determine, in its sole discretion, the method of recovering any Incentive-Based Compensation subject to this Policy. Subject to Section 7, in the event that the Committee determines that this Policy should apply, to the extent permitted by applicable law, the Company shall, as determined by the Committee in
its sole discretion, take any such actions as it deems necessary or appropriate to recover Incentive-Based Compensation. The actions may include, without limitation (and as applicable):
(a) forfeit, reduce or cancel any Incentive-Based Compensation (whether vested or unvested) that has not been distributed or otherwise settled;
(b) seek recovery of any Incentive-Based Compensation that was previously paid to the Executive Officer;
(c) seek recovery of any amounts realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Incentive-Based Compensation;
(d) recoup
any amount in respect of Incentive-Based Compensation that was contributed or deferred to a plan that takes into account Incentive-Based Compensation (excluding certain tax-qualified plans, but including deferred compensation plans, supplemental executive retirement plans, and insurance plans to the extent otherwise permitted by applicable law, including Section 409A of the Code) and any earnings accrued on such Incentive-Based Compensation;
(e) offset, withhold or eliminate any amount that could be paid or awarded to the Executive Officer after the date of determination; and
(f) take any other remedial and recovery action permitted by law, as determined by the Committee.
In addition, the Committee may authorize legal action
for breach of fiduciary duty or other violation of law and take such other actions to enforce the obligations of the Executive Officer to the Company as the Committee deems appropriate.
Section 7. Limited Exceptions to Recovery.
No recovery shall be required if any of the following conditions are met and the Committee determines that, on such basis, recovery would be impracticable:
(a) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation
based on the expense of enforcement, the Company shall (i) have made a reasonable attempt to recover the Incentive-Based Compensation, (ii) have documented such reasonable attempts to recover, and (iii) provide the documentation to the NYSE;
(b) recovery would violate home country law where that law was adopted prior to November 28, 2022; provided that, prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation based on a violation of home country law, the Company shall (i) have obtained an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such violation, and (ii) provide a copy of such opinion
to the NYSE; or
a.recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations promulgated thereunder.
Section 8. Notice.
Before the Company takes action to seek recovery of compensation pursuant to this Policy against an Executive Officer, the Company shall take commercially
reasonable steps to provide such individual with advance written notice of such clawback; provided that this notice requirement shall not in any way delay the reasonably prompt recovery of any erroneously awarded Incentive-Based Compensation.
Section 9. No Indemnification.
The Company shall not indemnify any current or former Executive Officer against the loss of erroneously awarded compensation, and shall not pay or reimburse any such person for premiums incurred or paid for any insurance policy to fund such person’s potential recovery obligations.
Section
10. Reporting; Disclosure; Monitoring.
The Company shall make all required disclosures and filings with the SEC and the NYSE with respect to this Policy in accordance with the requirements of the Applicable Rules, and any other requirements applicable to the Company, including the disclosures required in connection with SEC filings.
Section 11. Amendment.
The Committee may amend this Policy from time to time in its discretion, subject to any limitations under applicable law or listing standards, including
the Applicable Rules.
Section 12. No Substitution of Rights; Non-Exhaustive Rights.
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights that may be available to the Company pursuant to (a) The New York Times Company 2020 Incentive Compensation Plan or any successor plan thereto or any other incentive plan of the Company or any of its subsidiaries, (b) the terms of any recoupment policy or provision in any employment agreement, compensation agreement or arrangement, or other
agreement, or (c) any other legal remedies available to the Company under applicable law.
In addition to recovery of compensation as provided for in this Policy, the Company may take any and all other actions as it deems necessary, appropriate and in the Company’s best interest in connection with the Committee determining this Policy should apply, including termination of the employment of, or initiating legal action against, an Executive Officer, and nothing in this Policy limits the Company’s rights to take any such appropriate actions.
Section
13. Defined Terms.
The following capitalized terms used in this Policy have the following meanings:
(a) “Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Section 303A.14 of the New York Stock Exchange Listed Company Manual.
(b) “Board” means the Board of Directors of the Company.
(c) “Committee” means the Compensation Committee of the Board,
or, in the absence of such committee, a majority of independent directors serving on the Board.
(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(e) “Executive Officer” means each officer of the Company who is the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the
Company in charge of a principal business unit, division or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar significant policy-making functions for the Company, in each case, as determined under 17 CFR §229.401(b). Any executive officer of any of the Company’s parents or subsidiaries is an “Executive Officer” for purposes of this Policy if such executive officer performs significant policy-making function described in the preceding sentence for the Company.
(f) “Financial
Reporting Measures” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures1, (ii) the Company’s stock price, and (iii) total shareholder return in respect of the Company. A “Financial Reporting Measure” need not be presented within the financial statements or included in a filing with the SEC.
(g) “Incentive-Based Compensation” means any compensation that
is granted, earned, or vested, based wholly or in part upon the attainment of a Financial Reporting Measure.2 Incentive-Based Compensation does not include, among other forms of compensation, equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are based on goals unrelated to Financial Reporting Measures.
(h) “NYSE” means the New York Stock Exchange.
(i) “Received” – Incentive-Based Compensation is deemed “Received” for the purposes of this Policy in the Company’s fiscal period during which
the Financial Reporting Measure applicable to the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
1 “Financial Reporting Measures” include, but are not limited to, the following examples of accounting-based measures and measures derived from: (i) revenues; (ii) net income; (iii) operating income; (iv) profitability of one or more reportable segments; (v) financial ratios (e.g., accounts receivable turnover and inventory turnover rates); (vi) earnings before interest, taxes, depreciation and amortization; (vii) funds from operations and adjusted funds from operations; (viii) liquidity measures (e.g., working capital, operating cash flow); (ix) return measures (e.g., return on invested capital, return on assets); (x) earnings measures (e.g., earnings per share);
(xi) revenue per user, or average revenue per user; (xii) cost per employee; (xiii) any of such financial reporting measures relative to a peer group; and (xiv) tax basis income.
2 “Incentive-Based Compensation”, includes, but is not limited to, (i) non-equity incentive plan awards that are earned based wholly or in part on satisfying a Financial Reporting Measure performance goal; (ii) bonuses paid from a “bonus pool,” the size of which is determined based wholly or in part on satisfying a Financial Reporting Measure performance goal; (iii) other cash awards based on satisfaction of a Financial Reporting Measure performance goal; (iv) restricted stock, restricted stock units, performance share units, stock options, and stock appreciation rights that are granted or become vested wholly or in part on satisfying a Financial Reporting Measure performance
goal; and (v) proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a Financial Reporting Measure performance goal.
(j) “Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement, which date is the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes,
or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) a date that a court, regulator or other legally authorized body directs the Company to prepare a Restatement.
(k) “Restatement” means an accounting restatement required to be prepared by the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements
(i) that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Dates Referenced Herein and Documents Incorporated by Reference
