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1.	To elect a Board of 14 members;

2.	To hold an advisory vote to approve executive compensation;

3.	To ratify the selection of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 25, 2016; and

4.	To transact such other business as may properly come before the meeting.

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Q:	What am I voting on?

A:	Stockholders are asked to vote on three items at the 2016 Annual Meeting:

•	Proposal 1: Election of the Board of Directors of The New York Times Company (the “Board”).

•	Proposal 2: Advisory vote to approve executive compensation (the “say-on-pay” vote).

•	Proposal 3: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 25, 2016.

Q:	Who is entitled to vote?

A:

The New York Times Company has two classes of outstanding voting securities: Class A common stock, $.10 par value per share (“Class A stock”) and Class B common stock, $.10 par value per share (“Class B stock”). Stockholders of record of Class A stock or Class B stock as of the close of business on March 7, 2016, may vote at the 2016 Annual Meeting. As of March 7, 2016, there were 160,111,668 shares of Class A stock and 816,635 shares of Class B stock outstanding. Each share of stock is entitled to one vote.

•	Proposal 1: Class A stockholders vote for the election of five of the 14 directors. Class B stockholders vote for the election of nine of the 14 directors.

•	Proposal 2: Class B stockholders vote on this proposal.

•	Proposal 3: Class A and B stockholders, voting together as a single class, vote on this proposal.

Q:	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

A:

The Notice of Internet Availability of Proxy Materials (the “Notice”) that we mail to our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our 2015 Annual Report to our stockholders by providing access to these documents on the Internet rather than mailing printed copies, we save natural resources and reduce the cost to print and distribute the proxy materials, while providing a convenient way to access the materials and vote. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.

Q:	How do I get electronic access to the proxy materials?

A:	The Notice provides instructions on how to view the proxy materials for our Annual Meeting on the Internet. In addition, this Proxy Statement is available at http://investors.nytco.com/investors/financials/proxy-statements, and the 2015 Annual Report is available at http://investors.nytco.com/investors/financials/annual-reports.

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Q:	How do I cast my vote?

A:	You can vote your shares either by proxy or in person at the Annual Meeting. (If you hold your shares in The New York Times Companies Supplemental Retirement and Investment Plan (the “Company 401(k) Plan”), please refer to the instructions below under “How do I vote my shares in the Company 401(k) Plan?”)

•	Vote by Internet

•	Vote by Telephone

•	Vote by Mail

•	Voting in Person at the Annual Meeting

Q:	What is the difference between holding shares as a “registered holder” and as a “beneficial owner” of shares held in street name?

A:	Registered Holder. If your shares are registered directly in your name on the books of the Company maintained with the Company’s transfer agent, Computershare, you are considered the “registered holder” of those shares, and the Notice is sent directly to you by the Company.

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Q:	What are the procedures for attending the Annual Meeting?

A:

All stockholders as of the record date and members of their immediate families are welcome to attend the Annual Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership on the record date. This can be the Notice, your proxy card, a brokerage statement or letter from a bank or broker indicating ownership on March 7, 2016, your voting instruction form, or a legal proxy provided by your broker, bank or other nominee.

Q:	How do I vote my shares in the Company 401(k) Plan?

A:

If you are a participant in the Company 401(k) Plan, you may instruct the trustee for the Company 401(k) Plan on how to vote the shares attributed to your account by mail, by telephone or on the Internet. (Instructions on how to vote by mail, by telephone and on the Internet are set forth above under “How do I cast my vote?”) Voting instructions must be received no later than 11:59 p.m. Eastern Time on May 1, 2016, so that the plan trustee (who votes the shares on behalf of participants of the Company 401(k) Plan) has adequate time to tabulate the voting instructions. The plan trustee will vote those shares as you instruct. If you do not provide timely instructions to the plan trustee, the plan trustee will vote your shares in the same proportion as the shares for which the plan trustee has received timely instructions from others who do vote.

Q:	How does the Board of Directors recommend voting?

A:	The Board of Directors recommends voting:

•	FOR each nominee to the Board of Directors; and

•	FOR the approval, on an advisory basis, of the executive compensation of our named executive officers; and

•	FOR ratification of Ernst & Young LLP as auditors for the fiscal year ending December 25, 2016.

Q:	How will my stock be voted on other business brought up at the Annual Meeting?

A:	By submitting your proxy, you authorize the persons named as proxies to use their discretion in voting on any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.

Q:	Can I change my vote or revoke my proxy?

A:	Yes. If you are a registered holder, you can change your vote or revoke your proxy at any time before it is voted at the Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable, by submitting a later-dated proxy (either by mail, telephone or Internet) or by voting by ballot at the Annual Meeting.

Q:	What is the quorum requirement for the Annual Meeting?

A:

The holders of record of a majority of the Company’s shares of stock issued and outstanding on the record date and entitled to vote, in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting. However, the Certificate of Incorporation of the Company provides that Class A stockholders, voting separately, are entitled to elect 30% of the Board of Directors (or the nearest larger whole number) and Class B stockholders, voting separately, are entitled to elect the balance of the Board of Directors. Accordingly, with respect to the election of directors, the holders of a majority of the shares of each of the Class A and Class B stock, respectively, constitute a quorum for the election of the Board of Directors. In addition, only Class B stockholders are entitled to vote on the advisory say-on-pay vote to approve executive compensation. Accordingly, the holders of a majority of the shares of Class B stock constitute a quorum for this proposal. Broker non-votes and abstentions (as described below) are counted as present for establishing a quorum.

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Q:	What is the voting requirement to elect the directors and to approve each of the other proposals?

A:	The voting requirements are as follows:

•	Proposal 1: Directors are elected by a plurality of the votes cast. However, please see our policy described on page 21 regarding directors who do not receive more “for” votes than “withheld” votes.

•	Proposal 2: The advisory say-on-pay vote to approve executive compensation requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal.

•	Proposal 3: Ratification of the selection of Ernst & Young LLP as auditors for the fiscal year ending December 25, 2016, requires, pursuant to the Company’s By-laws, the affirmative vote of a majority of the shares of Class A and Class B stock represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, voting together as a single class.

Q:	What is a broker non-vote?

A:

If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority, namely: Proposal 1 (election of the Board of Directors) and Proposal 2 (advisory vote to approve executive compensation). This is called a “broker non-vote.” Your shares will be counted as present at the meeting for quorum purposes but not present and entitled to vote for purposes of these specific proposals. Therefore, it is very important that beneficial owners instruct their broker, bank or other nominee how they wish to vote their shares.

Q:	How will broker non-votes, withheld votes or abstentions affect the voting results?

A:	Pursuant to the Company’s By-laws, withheld votes and broker non-votes will have no effect on the election of directors; broker non-votes will have no effect on advisory Proposal 2; and abstentions will have the same effect as votes against advisory Proposal 2 and Proposal 3.

Q:	Who pays for the solicitation of proxies and how are they solicited?

A:

Proxies are solicited by our Board of Directors. The Company bears the costs of the solicitation of the proxies on behalf of the Board of Directors. Our directors, officers or employees may solicit proxies in person, or by mail, telephone, facsimile or electronic transmission. The costs associated with the solicitation of proxies include the cost of preparing, printing and mailing our proxy materials, the Notice and any other information we send to stockholders.

Q:	Who will serve as inspector of election?

A:	We have engaged Broadridge Financial Solutions, Inc. as the independent inspector of election to tabulate stockholder votes at the Annual Meeting.

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1.	Includes (a) 1,400,000 shares of Class A stock and 738,810 shares of Class A stock issuable upon the conversion of 738,810 shares of Class B stock directly owned by the 1997 Trust and (b) 4,300,197 shares of Class A stock indirectly owned by the 1997 Trust through its control of a limited liability company.

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2.

Class B stock is convertible into Class A stock on a share-for-share basis. Ownership of Class B stock is therefore deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the table of Class A stock ownership, it has been assumed that each person listed therein as holding Class B stock has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the 1997 Trust and by the Trustees have been included in the calculation of the total amount of Class A stock owned by each such person as well as in the calculation of the total amount of Class B 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 stock and Class B stock described in footnotes 1 and 2, the holdings for Ms. Golden include (a) 40,678 shares of Class A stock and 1,118 shares of Class B stock held jointly with her husband, (b) 19,456 shares of Class A stock held by two trusts created for the benefit of her daughter, of which Ms. Golden is the sole trustee, and (c) 48,218 shares of Class A stock held in a family trust, of which Ms. Golden is a co-trustee. Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (b) above. The holdings of Class A stock reported for Ms. Golden exclude (i) 34,905 shares of Class A stock held in a charitable trust, of which her husband is a trustee, and (ii) 3,269 shares of Class A stock held by two trusts, of which her husband is a co-trustee. Ms. Golden disclaims beneficial ownership of all shares held by the trusts described in (i) and (ii) above.

4.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Hays Golden include (a) 18,456 shares of Class A stock held solely and (b) 48,217 shares of Class A stock held by a trust, of which he is a co-trustee. The holdings of Class A stock reported for Mr. Golden exclude 3,450 shares of Class A stock held by a trust, of which his wife is the sole trustee and for which Mr. Golden disclaims beneficial ownership.

5.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Michael Golden include (a) 45,651 shares of Class A stock and 560 shares of Class B stock held solely, (b) 266,180 shares of Class A stock and 560 shares of Class B stock held jointly with his wife, (c) 138,244 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and the 2010 Incentive Plan and (d) 3,300 shares of Class A stock equivalents attributed to Mr. Golden based on his holdings in the Company Stock Fund of the Company 401(k) Plan (as of the last plan statement).

6.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Green include (a) 5,615 restricted stock units for Class A stock that will vest within 60 days, on the date of the 2016 Annual Meeting, (b) 10,000 shares of Class A stock held by a limited partnership of which Mr. Green is the controlling general partner and (c) 50,000 shares of Class A stock held in two trusts created for the benefit of his children, of which Mr. Green is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (b) above, except to the extent of his pecuniary interest (approximately 75%) in the shares, and the shares described in (c) above. The holdings of Class A stock reported for Mr. Green exclude (i) 300,000 shares of Class A stock and 1,852 shares of Class B stock held by Mr. Green’s wife and (ii) 984 shares of Class A stock held in each of two trusts for the benefit of his children, of which his wife is a co-trustee. Mr. Green disclaims beneficial ownership of the shares described in (i) and (ii) above. In addition to these holdings, 19,475 cash-settled phantom

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7.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Ms. Greenspon include (a) 5,510 shares of Class A stock and 360 shares of Class B stock held solely, (b) 5,615 restricted stock units for Class A stock that will vest within 60 days, on the date of the 2016 Annual Meeting, and (c) 8,000 shares of Class A stock that could be acquired within 60 days upon the exercise of options granted under the Directors’ Incentive Plan. In addition to these holdings, 26,426 cash-settled phantom Class A stock units have been credited to Ms. Greenspon’s account under the Directors’ Deferral Plan.

8.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Perpich include 151,695 shares of Class A stock and 1,853 shares of Class B stock held jointly with his wife. The holdings of Mr. Perpich exclude (a) 70,057 shares of Class A stock held by three trusts of which Mr. Perpich’s wife is the trustee and (b) 2,951 shares of Class A stock held by three trusts for the benefit of Mr. Perpich’s children, of which Mr. Perpich’s wife is a co-trustee. Mr. Perpich disclaims beneficial ownership of all shares described in (a) and (b) above.

9.

In addition to the amounts of Class A stock and Class B stock described in footnotes 1 and 2, the holdings for Mr. Sulzberger, Jr. include (a) 343,702 shares of Class A stock and 1,852 shares of Class B stock held solely, (b) 895,247 shares that could be acquired within 60 days upon the exercise of options granted under the 1991 Incentive Plan and 2010 Incentive Plan, (c) 3,287 shares of Class A stock equivalents attributed to Mr. Sulzberger, Jr. based on his holdings in the Company Stock Fund of the Company 401(k) Plan (as of the last plan statement) and (d) 51,968 shares of Class A stock held by four trusts, of which Mr. Sulzberger, Jr. is a co-trustee. Mr. Sulzberger, Jr. disclaims beneficial ownership of the shares described in (d) above. In addition to these holdings, Mr. Sulzberger, Jr. has 100,000 cash-settled stock appreciation rights that were awarded under the 1991 Incentive Plan.

10.

According to information contained in its filings with the SEC related to the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of December 31, 2015, Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”) beneficially owns 19,853,000 shares of Class A stock. In addition, Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”), as the parent company of Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, owns 7,950,000 shares of Class A stock.

11.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2015, Fairpointe Capital LLC beneficially owned 13,151,432 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

12.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2015, BlackRock, Inc. beneficially owned 10,866,333 shares of Class A stock. The filing states that, to the best of the holder’s knowledge, the shares were acquired in the ordinary course of such holder’s business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

13.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2015, Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited beneficially owned 9,590,794 shares of Class A stock. The filing states that, to the best of the holders’ knowledge, the shares were acquired in the ordinary course of such holders’ business and were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

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14.

According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2015, JHL Capital Group LLC and JHL Capital Group Master Fund L.P. beneficially owned 9,300,000 shares of Class A stock. The filing states that, to the best of the holders’ knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

15.	According to information contained in a filing with the SEC pursuant to the Exchange Act, as of December 31, 2015, The Vanguard Group beneficially owned 9,050,591 shares of Class A stock. The filing states that, to the best of the holders’ knowledge, the shares were not acquired for the purpose of or with the effect of changing or influencing the control of the Company.

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1.

The amounts reported include (a) 5,615 restricted stock units for Class A stock that will vest within 60 days, on the date of the 2016 Annual Meeting, and (b) shares of Class A stock that could be acquired within 60 days upon the exercise of stock options under the Directors’ Incentive Plan, as follows: Mr. Cesan, 24,000; Mr. Denham, 16,000; Mr. Kohlberg, 16,000; Ms. Marram, 24,000; and Ms. Toben, 24,000.

2.

The amounts reported include shares of Class A stock that could be acquired within 60 days upon the exercise of stock options awarded under the 1991 Incentive Plan and 2010 Incentive Plan, as follows: Mr. Follo, 292,161 shares and Mr. Thompson, 385,604 shares. For Ms. Kopit Levien, the amounts reported include 7,228 shares of stock–settled restricted stock units that will vest within 60 days, on May 4, 2016; Ms. Kopit Levien will receive a number of shares net of shares withheld to satisfy tax obligations. In addition, the amounts reported include shares of Class A stock equivalents attributed to an executive officer based on their respective holdings (as of the last plan statement) in the Company Stock Fund of the Company 401(k) Plan as follows: Mr. Follo, 3,097 shares and Mr. Thompson, 614 shares. The amounts reported exclude the following stock-settled restricted stock units granted under the 2010 Incentive Plan, which are subject to vesting conditions: Mr. Follo, 34,869; Ms. Kopit Levien, 42,087; and Mr. Thompson, 124,219.

3.

Class B stock is convertible into Class A stock on a share-for-share basis. Ownership of Class B stock is therefore deemed to be beneficial ownership of Class A stock under SEC regulations. For purposes of the presentation of ownership of Class A stock in this table, it has been assumed that each director and executive officer has converted into Class A stock all shares of Class B stock of which that person is deemed the beneficial owner. Thus, all shares of Class B stock held by the directors and executive officers, including shares held by the 1997 Trust, have been included in the calculation of the total amount of Class A stock owned by such persons as well as in the calculation of the total amount of Class B stock owned by such persons. As a result of this presentation, there are duplications in the number of shares and percentages shown in this table.

4.	See “Principal Holders of Common Stock” and “General Information—The 1997 Trust” for a discussion of this person’s holdings.

5.	The holdings for Mr. Kohlberg include 5,370 shares of Class A stock indirectly held by a trust, of which Mr. Kohlberg is the trustee.

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•	Michael Golden and Arthur Sulzberger, Jr. are cousins.

•	Steven B. Green’s wife is Mr. Sulzberger, Jr.’s sister and Mr. Golden’s cousin.

•	Carolyn D. Greenspon is the daughter of a cousin of Messrs. Golden and Sulzberger, Jr.

•	The Board has asked Robert E. Denham, who otherwise would be precluded by the Company’s Corporate Governance Principles from standing for re-election due to his age, to stand for re-election at the 2016 Annual Meeting.

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•	if the director does business with the Company, or is affiliated with an entity with which the Company does business, so long as payments by or to the Company do not exceed the greater of $1 million or, in the case of an affiliated entity, 2% of the annual revenues of such entity; or

•	if the director serves as an officer or director of a charitable organization to which the Company or The New York Times Neediest Cases Fund makes a donation, so long as the aggregate annual donations do not exceed the greater of $1 million or 2% of that organization’s annual charitable receipts.

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•	serves as a liaison between our Chairman and our Chief Executive Officer, on the one hand, and our independent directors, on the other;

•	reviews proposed Board meeting agendas;

•	consults with senior executives of the Company as to any concerns the executive might have; and

•	makes herself or himself available for direct consultation with major stockholders.

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•	the Company or any of its subsidiaries may employ a related person in the ordinary course of business consistent with the Company’s policies and practices with respect to the employment of non-related persons in similar positions; and

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any other related person transaction required to be publicly disclosed must be approved or ratified by the Board of Directors, the Nominating & Governance Committee or such other committee to which such matter has been delegated for review, or if it is impractical or undesirable to defer consideration of the matter until a Board or committee meeting, by the Chair of the Nominating & Governance Committee (or, if he or she is not disinterested, by the Presiding Director).

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•	the NYSE’s criteria of director “independence”;

•	the NYSE’s “financial literacy” and “financial management expertise” standards; and

•	the SEC’s definition of “audit committee financial expert.”

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•	together with the other independent directors of the Board, approves the compensation of the Chairman, Chief Executive Officer and Vice Chairman, including setting salaries and approving annual and long-term incentive potentials;

•	approves compensation for the other executive officers;

•	sets financial targets for the annual incentive and long-term performance awards; and

•	approves awards of equity-based compensation for eligible employees.

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•	each Committee member is “independent” under the listing standards of the NYSE and is “financially literate” as defined by the NYSE;

•	Ms. Toben and Messrs. Cesan and Khosrowshahi satisfy the “financial management expertise” standard, as required by the NYSE; and

•	Ms. Toben and Messrs. Cesan and Khosrowshahi are “audit committee financial experts” as defined by the SEC.

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•	Annual cash Board retainer of $50,000;

•	Annual cash Committee Chair retainer of $10,000 ($15,000 for Nominating & Governance Committee Chair);

•	Annual cash Committee retainers in the following amounts:

•	Annual cash Presiding Director retainer of $20,000.

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1.	Includes a Presiding Director retainer for Mr. Denham and a Committee Chair retainer for each of Mss. Marram and Toben and Messrs. Cesan, Denham and McAndrews (for the portion of 2015 during which he served as a Committee Chair).

2.

Included in the “Stock Awards” column is the aggregate grant date fair value of the discretionary grant of restricted stock units made to each non-employee director on May 6, 2015, under the 2010 Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of such awards is estimated as $75,000.

3.	The following table shows the aggregate restricted stock units and phantom stock units outstanding at December 27, 2015:

(a)	Aggregate restricted stock units include an additional 33 restricted stock units credited to each non-employee director’s account in respect of cash dividends paid on the Class A stock in 2015. An additional 17 restricted stock units were credited to each non-employee director’s account in January 2016 in respect of the Company’s fourth quarter cash dividend.

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(b)

Prior to 2015, a discretionary grant of phantom Class A stock units was credited to each non-employee director’s account under the Directors’ Deferral Plan on the date of the Company’s annual meeting. Aggregate phantom stock units outstanding reflect grants prior to the termination of the Directors’ Deferral Plan on December 18, 2014, and include amounts credited in 2015 in connection with dividend equivalents, which are initially held as cash and converted to phantom stock units as of the date of the Company’s next succeeding annual meeting. Cash accounts are also credited with interest at a market rate. Subsequent to a non-employee director’s resignation, we pay him or her the cash value of amounts accumulated in his or her account.

4.

Prior to 2012, stock options were awarded under the Directors’ Incentive Plan annually to our non-employee directors on the date of the annual meeting. The following table shows outstanding stock option awards as of December 27, 2015, all of which are exercisable. These stock options have a term of 10 years from the date of grant, and the option exercise prices for the awards are the average of the high and low stock prices as quoted on the NYSE on the date of the applicable annual meeting. The exercise prices of the stock options range from $4.92 to $25.445.

(a)	Calculated using the closing price of the underlying Class A stock on the NYSE on December 24, 2015 ($13.73), the last trading day of our 2015 fiscal year, minus the option exercise price.

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•	to drive performance through the achievement of short-term and long-term objectives;

•	to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and

•	to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.

•	Arthur Sulzberger, Jr., Chairman of the Board, and Publisher, The New York Times;

•	Mark Thompson, President and Chief Executive Officer;

•	Michael Golden, Vice Chairman;

•	James M. Follo, Executive Vice President and Chief Financial Officer; and

•	Meredith Kopit Levien, Executive Vice President and Chief Revenue Officer (effective April 17, 2015).

•	The Compensation Committee consists solely of independent directors, notwithstanding an exemption from NYSE rules available to us as a controlled company.

•	Each year, the Compensation Committee approves the compensation for the Company’s executive officers. For the individuals serving as Chairman, Chief Executive Officer and Vice Chairman, the final compensation decisions are made by the independent members of our Board of Directors.

•	The Compensation Committee’s independent compensation consultant, Exequity, is retained directly by the Committee and performs services in support of the Committee. The Compensation Committee’s charter authorizes it to engage such consultants and advisors as it determines to be appropriate.

•	The Compensation Committee directs management to reach out to significant stockholders periodically to solicit comments on executive compensation matters, and takes this stockholder feedback into account in designing executive compensation.

•	Each year the Compensation Committee conducts a review of the Company’s executive compensation program to ensure that it does not create risks that are reasonably likely to have a material adverse effect on the Company.

•	The Company has in place meaningful stock ownership guidelines for its named executive officers, who, based on their position, must acquire and hold Company stock worth two to five times their annual base salary.

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•	The Company’s executive officers are subject to a compensation recoupment or “clawback” policy.

•	The Company’s executive officers may not engage in short-term, speculative trading in Company stock, including hedging or other derivative transactions, or hold Company stock in a margin account, or pledge Company stock as collateral for a loan.

•	The Company does not provide so-called tax “gross-ups” for its executive officers.

•	Equity and performance-based cash awards to executives are made under the Company’s 2010 Incentive Plan, which:

◦	prohibits the repricing of any stock option or stock appreciation right without stockholder approval; and

◦	does not contain an “evergreen” share reserve, meaning that the shares of Class A stock reserved for awards are fixed by number rather than by reference to a percentage of the Company’s total outstanding shares.

•	Salaries: For 2015, annual salary levels for Messrs. Sulzberger, Jr., Thompson and Golden were the same as the prior year and, for Messrs. Sulzberger, Jr., and Golden, have not increased since 2006. See “—Executive Compensation—Salaries.”

•	Annual Incentive Compensation: The portion of 2015 annual incentive awards for our executive officers based on financial performance (an adjusted operating profit target) was earned at 140% of target. See “—Executive Compensation—Annual Incentive Compensation.”

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Long-Term Performance Award Program: Compensation for 2015 included a payout under the 2013-2015 long-term performance award program. The portion of the award based on adjusted EBITDA (60% of the executives’ long-term target; half paid in Class A stock and half paid in cash) was earned at 134% of target, and the portion based on relative total stockholder return (40% of the executives’ target; paid in Class A stock) was earned at 152% of target. See “—Executive Compensation—Long-Term Incentive Compensation.”

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•

Employment Agreement with Mark Thompson: In connection with his appointment as the Company’s President and Chief Executive Officer in 2012, Mr. Thompson entered into an employment agreement with the Company (the “Employment Agreement”). Under the terms of the Employment Agreement, in November 2012, Mr. Thompson received an equity sign-on award with an aggregate value of $3.0 million. One-half of this sign-on award consisted of a performance-based stock award with vesting based on the Company’s relative total stockholder return over the thirty-six month period ended November 30, 2015. This award was earned at 109% of target. One-half of this award consisted of stock options, the final installment of which became fully vested on November 12, 2015. See “—Executive Compensation—Long-Term Incentive Compensation.”

•

2015 Special Equity Award to Mark Thompson: On December 17, 2015, the Committee recommended, and the independent members of the Board of Directors approved, an equity award to Mr. Thompson under the 2010 Incentive Plan with an aggregate grant date value of $3.0 million, consisting of (i) 110,947 restricted stock units for Class A stock that will vest, subject to Mr. Thompson’s continued employment, on December 17, 2018, and (ii) a performance award consisting of the opportunity to receive, subject to Mr. Thompson’s continued employment, 0% to 200% of a targeted share amount of 98,361 shares of Class A stock based on the Company’s total stockholder return over the three-year fiscal period of 2016-2018, relative to the total stockholder return of the companies in the Standard & Poor’s 500 Stock Index at the beginning of the performance period. The award was in recognition of the Board’s commitment to Mr. Thompson and the Company’s long-term strategy. See “—Executive Compensation—Long-Term Incentive Compensation—Mr. Thompson’s Special Equity Award.”

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Benchmarking—Each year, the Committee reviews market data for executives in positions comparable to Company executives through a process developed with Exequity, its independent compensation consultant. In preparation for its decision-making regarding 2015 compensation levels, in December 2014, the Committee reviewed data from a comparative group consisting of the following 18 media companies, which participated in the 2014 Towers Watson Media Executive Compensation Survey or publicly disclosed compensation data in their annual proxy statements. The companies in the media peer group may change from year to year as companies are acquired or change their business due to acquisitions or divestitures. The comparator group used to set 2015 compensation was substantially the same as the group for the previous year, with 13 common companies, two deletions and five additions (marked with an asterisk). To the extent data was available for particular positions, the Committee reviewed this data blended with a statistical summary of data adjusted to reflect the Company’s revenue size from the companies that participated in the Towers Watson 2014 General Industry Executive Compensation Survey (excluding companies in the health-care, financial services, energy and higher education industries).

•

Performance—The Committee ties a substantial portion of each named executive officer’s total potential compensation to Company and individual performance. All executive officers, including the named executive officers, are eligible for annual and long-term incentive compensation that reinforces the relationship between pay and performance by linking compensation to the achievement of important short- and long-term performance targets set by the Committee in advance based on the Company’s objectives set out in the operating budget and three-year financial plan. To ensure that the executives most responsible for development of the Company’s strategic plan are held most accountable for its successful execution, the portion of total compensation delivered in variable, performance-based awards varies directly in relation to each executive’s level of responsibility and hierarchy among the leadership team.

•	Internal Pay Equity—The Committee’s approach to compensation is that executives holding comparable positions of responsibility should have similar compensation opportunities, adjusted to reflect their responsibilities and role within the Company and recognizing that actual rewards earned should reflect achievement of individual objectives.

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1.	Adjusted operating profit is defined as (i) revenues less (ii) total operating costs (excluding severance, depreciation and amortization and non-operating retirement costs), adjusted to exclude the effect of acquisitions and dispositions.

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1.	Please see Appendix A for the calculation of adjusted operating profit.

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•	Cumulative adjusted operating profit: Represents 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and

•	Relative total stockholder return, or “TSR,” of the Company: Represents 40% of an executive’s target award and is paid in Class A stock. This metric, referred to as “Relative TSR,” compares the Company’s TSR over the three-year period relative to the TSR of the companies in the Standard & Poor’s 500 Stock Index as of the beginning of the performance period.

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•	$1.5 million in the form of 110,947 restricted stock units for shares of Class A stock that will vest on December 17, 2018, subject to Mr. Thompson’s continued employment; and

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$1.5 million in the form of a performance award consisting of the potential to receive from 0% to 200% of a target of 98,361 shares of Class A stock. The performance award has a three-year performance period of 2016-2018. Payout is subject to Mr. Thompson’s continued employment, and will be based upon Relative TSR. The terms of the performance award are substantially the same as the terms of the portion of long-term performance awards based on Relative TSR described above.

•	Cumulative adjusted EBITDA: Represents 60% of an executive’s target award, with half paid in Class A stock and half paid in cash; and

•	Relative TSR: Represents 40% of an executive’s target award and is paid in Class A stock.

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1.	Please see Appendix A for the calculation of adjusted EBITDA.

1.	The “Total Target $ Value” reflects the value of the Adjusted EBITDA Shares and Relative TSR Shares at $9.30, calculated on the grant date using a Monte Carlo valuation.

2.	The “Total Award $ Value” reflects the value of the Adjusted EBITDA Shares and Relative TSR Shares at vesting (calculated using $12.86, the closing price on February 17, 2016).

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1.	The “Share $ Value” reflects the value of the Sign-On Performance Stock at vesting (calculated using $14.22, the closing price on December 1, 2015).

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1.	In accordance with SEC proxy disclosure rules, included in the “Stock Awards” column for 2015 are the grant date fair values of (i) the stock-settled portion of the 2015-2017 performance awards, (ii) Mr. Thompson’s special equity award, and (iii) Ms. Kopit Levien’s restricted stock unit award, in each case as computed for financial reporting purposes in accordance with FASB ASC Topic 718.

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2.	The “Non-Equity Incentive Plan Compensation” column reflects payments in connection with our annual incentive awards and the cash-settled portion of long-term performance awards as follows:

3.

The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for 2015 represents only above-market interest credited to each named executive officer’s account for calendar year 2015 under the terms of the Restoration Plan as follows: Mr. Sulzberger, Jr., $4,251; Mr. Thompson, $1,237; Mr. Golden, $1,847; and Mr. Follo, $1,441. Under the terms of the Restoration Plan, participants’ accounts are credited with interest based on the yield of the Barclays Capital Long Credit Index, or a successor index. The interest rate for 2015 was 4.51%, which is considered above-market under SEC proxy disclosure rules as it is greater than 120% of the applicable federal long-term rate. Only the portion of the credited interest consisting of above-market payments are included in the above table. See “—Nonqualified Deferred Compensation” below for a discussion of the terms of the Restoration Plan. The same interest rate as applied to the Restoration Plan applied to the named executive officers’ accounts under the SESP, but for the reasons discussed below in footnote 4, this column does not reflect any portion of the interest credited to the SESP account.

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4.	The table below shows the 2015 components of the “All Other Compensation” column, which include perquisites, Company contributions to the Company 401(k) Plan and the Company credit to each named executive officer’s account under the Restoration Plan (together with the Company 401(k) Plan, the “Savings Plans”) and life insurance premiums.

(a)	Amounts for Messrs. Sulzberger, Jr., Thompson and Golden reflect the incremental cost to the Company of financial planning services ($15,000) in 2015.

(b)	Amounts represent Company matching contributions (up to Internal Revenue Service limits) with respect to named executive officers’ deferrals to the Company 401(k) Plan, a discretionary profit-sharing contribution to the Company 401(k) Plan and our credits to the named executive officers’ accounts under the Restoration Plan. See “—Nonqualified Deferred Compensation—Restoration Plan.”

(c)	We pay premiums for basic life insurance for eligible employees, including our executive officers. Coverage is equal to an employee’s annual salary, with a minimum of $20,000 and a maximum of $1 million.

5.	Ms. Kopit Levien commenced employment with the Company in August 2013 and became Executive Vice President and Chief Revenue Officer effective April 17, 2015.

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1.	Annual incentive award: Threshold, target and maximum amounts in connection with our 2015 annual incentive award program. The actual amounts that were paid are included in the Summary Compensation Table under column (g) for 2015. See “—Compensation Discussion and Analysis” for a description of the targets and the level of achievement for 2015.

2.

2015-2017 performance award (cash-settled): Threshold, target and maximum amounts in connection with cash-settled performance awards for the 2015-2017 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual amount that will be paid will depend on cumulative adjusted operating profit over the three-year period and will range from $0 to the maximum amount, depending on performance. See “—Compensation Discussion and Analysis” for a description of the performance measure.

3.

2015-2017 performance award (stock-settled): Threshold, target and maximum amounts in connection with stock-settled performance awards for the 2015-2017 cycle. Threshold amounts reflect the minimum amount payable for a certain level of performance. No payment is made for performance below such enumerated level. The actual number of shares that will be issued will depend on two performance measures, cumulative adjusted operating profit and total stockholder return relative to companies in the Standard & Poor’s 500 Stock Index, over the three-year period. The aggregate grant date fair value of this award, as set out in column (l), is included in the Summary Compensation Table under column (e) for 2015. See “—Compensation Discussion and Analysis” for a description of the performance measures.

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4.

Performance award (stock-settled) included in Mr. Thompson’s special equity award: Threshold amounts reflect the minimum amount payable for certain level of performance. No payment is made for performance below such enumerated level. The actual number of shares that will be issued will depend on total stockholder return relative to companies in the Standard & Poor’s 500 Stock Index, over a three-year performance period. The aggregate grant date fair value of this award, as set out in column (l), is included in the Summary Compensation Table under column (e) for 2015. The grant date fair value is calculated on the grant date using a Monte Carlo valuation by an independent third party and was $15.25. See “—Compensation Discussion and Analysis” for a description of Mr. Thompson’s special equity award.

5.	Restricted stock unit grant included in Mr. Thompson’s special equity award. See “—Compensation Discussion and Analysis” for a description of this equity award.

6.

In connection with her promotion to Executive Vice President and Chief Revenue Officer, Ms. Kopit Levien received an additional annual incentive award and additional 2015-2017 performance awards (cash-settled and stock-settled), effective May 4, 2015. The actual amount that was paid to Ms. Kopit Levien with respect to the additional annual incentive award is included in the Summary Compensation Table under column (g) for 2015. The aggregate grant date fair value of her additional stock-settled 2015-2017 performance award, as set out in column (l), is included in the Summary Compensation Table under column (e) for 2015. The grant date fair value for the stock-settled performance awards measured against the cumulative adjusted operating profit metric is calculated based on the average of the high and low stock prices on the grant date and was $13.835. The grant date fair value for the performance award measured against the relative total stockholder return metric is calculated on the grant date using a Monte Carlo valuation by an independent third party and was $16.76. In addition, Ms. Kopit Levien received a grant of 7,228 restricted stock units for Class A stock. See “—Compensation Discussion and Analysis” for a description of these additional awards.

7.	Column (l) shows the grant date fair values of (i) the stock-settled 2015-2017 performance awards, (ii) Mr. Thompson’s special performance award and (iii) Mr. Thompson’s and Ms. Kopit Levien’s restricted stock unit grants, in each case, as computed for financial reporting purposes in accordance with FASB ASC Topic 718. The reported amounts may not represent the actual value that will be realized.

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50% was in the form of a performance-based stock award of 180,940 target shares of Class A stock (“Sign-On Performance Stock”). The Sign-On Performance Stock had a 36-month performance period beginning on December 1, 2012, and ending on November 30, 2015, with vesting based on the Company’s total stockholder return relative to the total stockholder return of those companies in the Standard & Poor’s 500 Stock Index at the start of the performance period, measured over the performance period. Based on the Company’s total stockholder return during this 36-month performance period, Mr. Thompson was awarded 197,225 shares of Class A stock, representing 109% of his target.

•	The remaining 50% was an award of options to purchase 385,604 shares of the Company’s Class A stock at $8.28 per share, the market value as of the November 12, 2012 grant date (“Sign-On Options”). The Sign-On Options have a term of 10 years and vested in equal annual installments on each of November 12, 2013, 2014 and 2015.

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1.	Stock options have a term of ten years from the date of grant.

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2.	Market value at December 24, 2015 ($13.73 per share), the last trading day of our 2015 fiscal year. The following table shows the grant and vesting dates of the restricted stock unit awards.

3.

Represents the number of shares of Class A stock subject to outstanding stock-settled 2015-2017 and 2014-2016 performance awards, and in the case of Mr. Thompson, the portion of his 2015 special equity award consisting of a performance award. The actual number of shares that will be issued will depend, in the case of each award other than Mr. Thompson’s special equity award, on two performance measures, a financial measure tied to cumulative adjusted operating profit, and total stockholder return relative to companies in the Standard & Poor’s 500 Stock Index, over the three-year period. Mr. Thompson’s performance award is based on the relative total stockholder return only. See “—Compensation Discussion and Analysis” for a description of the performance measures.

4.	Market value of the shares included in column (i) at December 24, 2015 ($13.73 per share), the last trading day of our 2015 fiscal year.

1.

“Stock Awards” include shares of Class A stock paid out in early 2016 with respect to stock-settled 2013-2015 performance awards, and in the case of Mr. Thompson, 197,225 shares of Class A stock paid out in December 2015 with respect to his Sign-On Performance Stock (which had a three-year performance period ended November 30, 2015). See “—Compensation Discussion and Analysis—Long-Term Incentive Compensation.” In the case of Messrs. Thompson and Follo, “Stock Awards” also include 2,158 and 36,123 shares of Class A stock, respectively, delivered during 2015 upon the vesting of restricted stock units. The dollar amounts presented in column (e) represent the market value of those shares of Class A stock as of the respective vesting date.

2.	The dollar amount presented in column (c) for Mr. Golden represents the difference between the market price of Class A stock ($14.137) on May 27, 2015, the date of exercise, and the exercise price of the options (76,667 options, $3.625 exercise price).

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3.

The dollar amount presented in column (c) for Mr. Follo represents the aggregate value realized upon two different exercises and includes the difference between the market price of Class A stock ($14.069) on February 25, 2015, the date of one exercise, and the exercise price of the options (60,000 options, $3.625 exercise price) plus the difference between the market price of Class A stock ($13.873) on November 19, 2015, the date of the second exercise, and the exercise price of the options (55,000 options, $3.625 exercise price).

1.	Because the Pension Plan and the SERP were frozen effective December 31, 2009, years of credited service for purpose of calculating benefits are determined as of that date.

2.

The assumed retirement age used to calculate the actuarial present value of each named executive officer’s accumulated benefit is the age at which the named executive officer would be eligible to receive unreduced benefits. Under the Pension Plan, Mr. Sulzberger, Jr. became eligible to receive unreduced benefits at age 62 with 30 years of service, and Mr. Golden became eligible at age 65. Mr. Follo would be eligible to receive unreduced benefits at age 65.

3.	Mr. Follo is eligible for early retirement under the Pension Plan, but has not vested under the SERP, which requires 10 years of service.

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•	1 1/2% of final average earnings (as of December 31, 2008) times years of service up to 25 years (as of December 31, 2008), plus

•	5/8% of final average earnings (as of December 31, 2008) times years of service in excess of 25 years up to 40 years (as of December 31, 2008), plus

•	5/8% of final average earnings (as of December 31, 2009) times years of service after December 31, 2008, and prior to January 1, 2010;

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1.	Participants are not permitted to make contributions under the Restoration Plan or the SESP.

2.	The Company’s contributions to the named executive officers’ accounts under the Restoration Plan are included in column (i), and the portion of earnings credited to such account that are above-market earnings under SEC

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3.	Participants’ accounts under the Restoration Plan and the SESP are credited with interest on a daily basis at a rate based on the yield of the Barclays Capital Long Credit Index, or a successor index, as of the last business day in October of the preceding plan year. For 2015, the interest rate was 4.51%.

4.

The amounts included in the table for the SESP represent notional credits to the relevant named executive officer’s account during 2015 for interest and the account balances as of the end of the year. Under the terms of the SESP, in no event may the sum of the benefits payable under the SESP and the frozen SERP exceed the value of the SERP benefit that the participant would have received had the SERP not been frozen as of December 31, 2009. As a result, until a SESP participant retires, it is not possible to calculate the amount of such participant’s notional SESP account that would actually be payable to the participant. See “—Potential Payments Upon Termination or Change in Control” for a description of amounts payable to the named executive officers under the Pension Plan, the SERP and the SESP, assuming a retirement on December 27, 2015, the last day of our 2015 fiscal year. The SESP was frozen effective for plan years commencing after December 31, 2013. Ms. Kopit Levien is not a participant in the SESP.

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•

Current Compensation Components—Our current executive compensation consists primarily of a base salary and performance-based annual and long-term incentive compensation. In addition, in December 2015, Mr. Thompson received the special equity award discussed above. Base salary is paid through the last day worked, regardless of the reason for termination of employment. In the case of a termination of employment due to death, disability or, except in the case of Mr. Thompson’s special equity award, retirement, an executive would be entitled to prorated portions of existing annual and long-term performance awards, based on the period worked, as and when they are paid to other executives. In all other circumstances, the executive must be employed by the Company on the date of payment in order to receive payout of the applicable award. In the case of our three-year performance stock awards, upon the occurrence of a change of control, the performance period would be deemed to have ended upon such occurrence and payouts will be made in accordance with the performance over the shortened performance period.

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Equity Awards—Certain of our named executive officers hold unvested restricted stock units. In the case of a termination of employment due to death or disability, all such unvested restricted stock units would immediately vest. Certain restricted stock units vest on retirement, while the terms of other restricted stock units (including those granted to Mr. Thompson and Ms. Kopit Levien in 2015) do not provide for vesting on retirement. In all other circumstances, restricted stock units would be forfeited upon termination. Upon the occurrence of a change of control, restricted stock units would vest if not assumed by any successor entity, and if so assumed, would vest upon a termination under certain circumstances within 12 months. Our named executive officers also hold stock options granted in fiscal years prior to 2013, all of which have vested.

•	Retirement benefits (Pension Plan and SERP)—Benefits will be paid out upon retirement as described above under “—Pension Benefits.”

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Nonqualified deferred compensation (Restoration Plan and SESP)—Upon termination of employment for any reason, participants in the Restoration Plan and the SESP (or their beneficiaries, in the event of death) receive a lump-sum payment of their vested account balance, reduced, in the case of the SESP, so that the sum of the benefits payable under the SESP and the SERP do not exceed the value of the SERP benefit that would have been received had the SERP not been frozen as of December 31, 2009. Participants’ accounts under these plans would vest upon a change in control.

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1.

Each of Messrs. Sulzberger, Jr., Golden and Follo were eligible to retire as of December 27, 2015. Accordingly, payments to them upon any termination or resignation, including, except in the case of Mr. Follo, following a change in control, would be the same as upon retirement as set forth under “Death, Disability or Retirement.” In the case of Mr. Follo, upon a change in control, his Restoration Plan and SESP accounts would vest and thus upon termination following a change in control, he would receive the additional nonqualified deferred compensation reflected in the table.

2.	Amounts included under “Change in Control” include the incremental compensation that the named executive officers would receive as a result of a change in control and do not include compensation under existing programs they would receive as a result of their continued employment following a change in control. Amounts included

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•	if a person or group (other than defined permitted holders) obtains the right or ability to elect or designate for election at least a majority of the Board; or

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upon the consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property or any sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety; provided, however, that any such share exchange, consolidation or merger will not be a change of control if holders of the Company’s common stock immediately prior to such transaction collectively own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportion as such ownership immediately prior to such share exchange, consolidation or merger.

3.

The amounts shown under each column other than “Change in Control,” represent, in the case of annual and long-term awards paid in February 2016, the actual amounts paid, and in the case of long-term performance awards payable in future years, a prorated portion of the target amounts (two-thirds of target for the 2014-2016 cycle and one-third of target for the 2015-2017 cycle. Actual payouts of such ongoing long-term performance awards would be made at the end of the relevant performance period and would depend on the Company’s achievement of the applicable targets.

4.

The amounts shown for “Restricted stock units” represent the value of restricted stock units that would become deliverable in shares, based on the Company’s closing stock price on December 24, 2015 ($13.73), the last trading day of our 2015 fiscal year. In the case of a termination of employment due to death or disability, all unvested restricted stock units would immediately vest. Certain restricted stock units vest on retirement, while the terms of other restricted stock units (including those granted to Mr. Thompson and Ms. Kopit Levien in 2015) do not provide for vesting on retirement.

5.	The amounts shown represent the actuarial present value of the aggregate anticipated annual payments under the Pension Plan and the SERP assuming retirement at December 27, 2015, based on the following anticipated annual payments:

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6.

The amounts shown represent the sum of the named executive officer’s vested Restoration Plan and SESP account balances. In the case of the Restoration Plan, the assumed account balances of Messrs. Sulzberger, Jr., Golden and Follo reflect a credit for 2015 through December 27, 2015, to be made in 2016. Because Mr. Thompson and Ms. Kopit Levien are not yet eligible to retire, neither would be entitled to this Restoration Plan credit in the event of a termination on December 27, 2015, other than in the case of death.

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•	to drive performance through the achievement of short-term and long-term objectives;

•	to link our executives’ total compensation to the interests of our stockholders and to drive the creation of value for stockholders over the long term; and

•	to enable us to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance.

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