Forty-two percent of New York Times Co. shareholders today voted to withhold votes for the election of each of the four directors representing Class A, or publicly traded, stock, according to results provided by the company.
All directors have agreed to continue to serve despite today’s withhold vote, the company said in a separate statement. “We understand shareholder frustration as reflected in today’s vote,” Arthur Sulzberger Jr., chairman, said in the statement. “At the same time, many shareholders have expressed to us that we are pursuing the key actions needed to improve performance and returns to shareholders. … Accordingly, we have asked our highly qualified, independent directors to stay on the board.”
Under the company’s governance structure, Class A shareholders elect four directors, while Class B shareholders, who are primarily members of the company’s founding family, elect nine directors. All Class B directors were elected unanimously, according to the results. Shareholders opposed the directors’ reelection over lack of board accountability because of the company’s dual stock class structure and because of shareholder return underperformance.
Kent S. Hughes, managing director of Egan-Jones Proxy Service, a proxy-voting advisory firm, said in a statement following the voting results, “Egan-Jones advised its clients to vote for New York Times directors. Additionally, Egan-Jones is opposed to any forced collapse of N.Y. Times voting classes; shareholders purchased their shares with full knowledge of the limited voting power.”
In 2006, the four Class A directors were elected after withhold votes ranging from almost 19% to 31%, according to a company SEC filing.
