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AGM 2021

Apr 28, 2021

Operator

Good morning. Welcome to the New York Times Company 2021 Annual Meetings of Stockholders. I would now like to introduce A. G. Sulzberger, Chairman of the New York Times Company.

A. G. Sulzberger
Chairman, The New York Times Company

Good morning. I'm A. G. Sulzberger, Chairman of The New York Times Company. Welcome, and thank you for joining us for our 125th Annual Meeting of Stockholders. Before I go any further, let me note that we will conclude today's meeting by noon Eastern Time, and that our discussion may include forward-looking statements. Various risks and uncertainties could cause our actual results to differ materially from those predicted, and these are detailed in our SEC filings, including our 2020 Annual Report. I want to thank the members of our Board of Directors who are joining us virtually today. They include Brian McAndrews, our Presiding Director, Aman Bhutani, Rachel Glaser, Arthur Golden, Hays Golden, David Perpich, John Rogers Jr., Doreen Toben, and Rebecca Van Dyck.

Our board also includes our President and CEO, Meredith Kopit Levien, who you'll hear from in a few minutes. My thanks to all of our directors for their service. I would also like to recognize my father, Arthur Sulzberger Jr., who retired at the end of last year as chairman, and Mark Thompson, who retired as president, CEO, and a member of our board in September. I would also like to recognize Bob Denham, who retires from our board today after 13 years of service. Arthur's steady hand, sound judgment, and unwavering commitment to our mission is why the Times Company is thriving today. Mark was instrumental in guiding our transformation to a digital-first, subscription-first business model, and Bob was a wise and trusted advisor to all of us in senior leadership throughout his time as director.

I speak for the entire board when I say we are deeply grateful to all three for their invaluable contributions. Since last year's meeting, we've added two new members to our board. Meredith Kopit Levien joined the board in September when she became the company's President and CEO. Arthur Golden is a fourth-generation Ochs-Sulzberger family member who joined our board in January, and I'm delighted to introduce a new nominee for election to our board this year, Beth Brooke. Beth was formerly the Global Vice Chair of Public Policy for Ernst & Young, and she will bring to the board extensive financial and strategic expertise gained from her 38-year career at Ernst & Young, as well as long-time advocacy for diversity and inclusiveness that aligns with our values. Other members of our executive team are also attending today and will be available during the question-and-answer portion of the meeting.

In addition to myself and Meredith, we have Diane Brayton, Executive Vice President, General Counsel, and Secretary, Roland Caputo, Executive Vice President and Chief Financial Officer, and Jacqueline Welch, Executive Vice President and Chief Human Resources Officer. Finally, I'll note that a representative of Ernst & Young, our independent auditor, is attending today and will be available to respond to appropriate questions during the question-and-answer portion of our meeting. Let me first take a moment to discuss our journalistic performance over the past year, and since this is my first meeting as chairman, to reaffirm some of our core principles. 2020 was one of the most relentless and consequential news years in living memory.

From the global pandemic to the economic slowdown to the national reckoning over race to the unprecedented battle for the presidency, people urgently needed quality independent journalism to help them understand and navigate the world amid change and turmoil. The New York Times rose to the moment, providing hundreds of millions of people around the globe journalism of unrivaled depth, breadth, and rigor. We did so at an astonishing scale, publishing 200,000 photos, 55,000 articles, 25,000 newsletters, 5,000 videos, 3,000 puzzles, 2,500 Wirecutter reviews, 1,700 newspaper sections, 700 recipes, and 600 podcasts in 2020. Our strong business results reflect the record-breaking demand for that Times journalism. Meredith will talk more about these results in a moment, but let me talk first about the strategy that continues to propel our business. The core of our strategy is simple: we produce journalism worth paying for.

Through good years and bad years, we've continued to invest in our newsroom with that core conviction in mind. As digital environments continue to be inundated with misinformation, conspiracy theory, and scorched-earth rhetoric, our position as a destination for trusted news has only grown stronger. The world's most discerning readers turn to us to understand and engage with the news, and the world's finest journalists come here to do their best and most impactful work of their careers. Our commitment to setting the gold standard for journalism was reflected in our coronavirus coverage, which I believe ranks among the highest public services this institution has ever provided, reporting that belongs in the same breadth as our coverage of the Pentagon Papers, 9/11, and Me Too. Our journalists were on the ground in China early to alert readers to the seriousness of the emerging pandemic.

When the virus devastated New York, the nation, and the rest of the world, we documented its human toll with brave and illuminating portraits from the many frontlines of the crisis. We explained and contextualized the science. We offered live coverage and practical guidance to help people navigate a lockdown world. And we investigated the public and private response to the crisis everywhere, serving as an essential source of transparency and accountability throughout the pandemic. The Times also tracked every new COVID case in the United States, an effort that quickly became the largest and most complex journalistic undertaking in our history. This data set became widely relied on by everyone from government and private officials using it to inform public health decisions to hundreds of millions of people looking for clarity on how the virus is affecting their own communities.

Even as we marshaled the strength of the Times to cover the pandemic, we demonstrated our ability to cover the full range of important stories around the world at the highest level. We provided leading coverage of the reckoning around racism and police violence that sparked the biggest civil rights push in more than a half century, work that built on the excellent reporting our staff has done in recent years to illuminate and analyze persistent societal inequities. We explored every aspect of the economic crisis, benefiting from our deep investment in business coverage. We illuminated the accelerating effects of climate change, both through live coverage of the year's deadly natural disasters and deeper explorations of the science and impact of global warming.

We covered the many challenges to liberal democracies and the global order, from China's aggressive push into Hong Kong to the changing politics of European capitals to the violent aftermath of the presidential election that revealed worrying risks in American societies. Our election coverage helped readers understand a norm-shattering president and the large field of challengers seeking to replace him. We went deep on policy and provided a steady stream of fact-checking of all sides. We produced empathetic and illuminating portraits of voters and explored the issues that were driving their decisions. When it came time to report the election results, we brought together design, technology, data analysis, and reporting to deliver a stunning and engaging experience that drew in a record-breaking flood of readers. We produced the most consequential investigative reporting of the year, including examining the systematic efforts to delegitimize the vote before and after election day.

But I can think of no better example of our commitment to using our investigative muscle to hold power to account and bring the public the information it needs than the extraordinary reporting of the Trump taxes team. While Congress and law enforcement all repeatedly failed to obtain the president's tax returns despite the legal powers at their disposal, the Times succeeded through relentless reporting alone. Even as we covered these important stories, we continued to innovate and expand our offerings. The Daily cemented its status as the standard bearer for news podcasts and is now joined by Serial and a growing number of homegrown shows in our increasingly robust audio offerings. Our video team showed its skill and range, producing deep video investigations and, for the first time, two Oscar finalists.

Our morning newsletter, which anchors a larger fleet of newsletters, now reaches more readers than any product at The Times and more than any primetime news program. Our other products, like Cooking, Games, and Wirecutter, all experienced record growth, showing that millions of people turn to The Times not just for news, but for everyday guidance. In short, 2020 was a year in which the remarkable breadth and value of The New York Times was on full display. But it was also a year in which our values were on full display, starting with a first-order commitment to covering the world without fear or favor. And I want to thank all the journalists and everyone else at The Times who makes this work possible. This remains a difficult climate for independent journalism, both at home and abroad.

In the last year, our journalists and countless more at independent news organizations around the globe faced threats, physical assault, digital harassment, and crackdowns by authoritarian regimes intent on silencing the free press. In the United States, a surge in anti-press rhetoric has contributed to a massive increase in threats and harassment directed at journalists. In the years ahead, the polluted information environment online is likely to continue to make the public less trusting and more polarized. And increasing pressures on the business model for local news will accelerate the collapse of reporting in many communities, further weakening civic bonds and shared understanding. Taken together, these trends badly underscore the urgent societal need for a strong Fourth Estate committed to independent journalism. The Times is intent on meeting that need through its longstanding commitment to quality independent journalism of the highest integrity devoted to the public welfare.

The country and the world are still wrestling through massive shifts in politics, culture, business, the climate, technology, and how people live their everyday lives. We will continue to provide leading coverage of each of these stories and countless more. We believe our mission to seek the truth and help people understand the world is powerfully suited to the moment. We're grateful to the readers, colleagues, and stockholders who make this work possible. And with that, I will turn it over to our CEO, Meredith Kopit Levien, to talk about the business strategy that makes all this journalism possible. We'll be back for questions after Meredith's presentation.

Meredith Kopit Levien
CEO, The New York Times Company

Thank you, A. G., and good morning.

Given that this is my first annual meeting as President and CEO, I want to start by thanking A. G., the board, and our shareholders for the opportunity to lead the company at this moment of change and possibility. As I said when I was named to the role in July, it's the honor of a lifetime to support the work of our extraordinary newsroom. The need for quality original independent journalism was as acute as ever in 2020, and my colleagues across The Times rose to meet that need with the energy and the rigor our mission demands. Their work, which was consumed at historic levels, led to a year of strong business results. Our News, Cooking, and Games products broke all previous records for annual net subscription additions and collectively brought in a record 2.3 million net new digital and new subscriptions.

At the end of 2020, The Times had 7.5 million total subscriptions across our digital and print products. Digital subscription revenue grew by 30%, leading to a slight increase in annual operating profits despite a tough year in advertising. We achieved two big milestones in 2020. Digital revenue overtook print revenue for the first time, and digital subscription revenue, which has long been our fastest growing revenue stream, became our largest. These milestones marked the end of the first decade of our strategic transformation to a digital-first, subscription-first company. They also marked the beginning of our next decade. The last 10 years in The Times' business have been about proving out our strategy of journalism worth paying for through direct-to-consumer digital subscriptions. This new decade is about scaling that idea.

It's not hard to imagine a future in which The Times has two, three, even four times the subscriber base we have now. Here's why I think that. First, the market is big. There are a billion people who read digital news today and an expected 100 million who will pay for it in English. People are getting more comfortable paying for digital subscriptions generally, and the supply of ad-first alternatives continues to be under pressure. Next, demand for our news product is strong. Last year, we nearly doubled our average weekly audience for digital news, and we deepened their engagement. Third, we're getting increasingly effective at meeting our audience's needs beyond news. Close to 10 million people come to The Times weekly seeking recipes, puzzles, and shopping advice. All of this taken together is why I believe The Times is uniquely positioned to keep growing.

External factors will continue to influence our subscription growth, most notably fluctuations in the news cycle that could drive variability in net subscription additions from quarter to quarter. At the same time, a number of levers are increasingly in our control, from a large base of registered users to a greater understanding of consumer behavior to pricing power. Another thing that gives me confidence in our future is the resiliency of our ad business. Against the backdrop of last year's difficult ad market, our ad team seized the moment to further transform our ad business, enabling us to derive even more value from our direct relationships with millions of consumers, which positions us well as the market recovers. Now let me talk a little bit about our work from here.

Quality original journalism that you can't find anywhere else remains not only key to our mission, but the beating heart of our business strategy. To scale, we'll continue to invest in our 1,700-strong newsroom to cover the biggest stories of our time and to do so across a wide variety of formats and reader experiences. We also expect to continue adding digital product talent across a broad range of functions whose work will make our journalism more accessible, more engaging, and impactful. Our product progress is increasingly evident to consumers who see an improved experience for up-to-the-minute coverage, expanded use of visual and data journalism, and new story formats. But we still have plenty of work to do to ensure that our underlying technology architecture, strategy, and culture match our growing ambitions. We're increasingly focused on growing our portfolio's interest-specific products.

We see even bigger market opportunities for Games and Cooking, and we expect to invest more in content, product development, and marketing for these products than we have in previous years. This year, we intend to test the possibility of a subscription product for Wirecutter and experiment more aggressively with Audm, the read-aloud audio subscription service we acquired in mid-2020. We see these products as an opportunity to make a relationship with The New York Times brand even more valuable and to leverage that relationship to introduce new value and cross-sell and up-sell across a bundle. As we grow and scale our operation, we're hard at work on being the kind of company that attracts, develops, and unlocks impact from best-in-class talent and enables them to do their best work.

Making The Times more diverse, equitable, and inclusive is a huge part of that and also a top priority of mine. It's not new for The Times to be focused on diversity and inclusion. We were a leader in reporting our diversity data for the last few years, and we've made real progress on diverse hiring. But there is still much more to do. This February, we released a candid assessment of the state of diversity, equity, and inclusion at The Times and a long-term plan for improving it. I'm confident that plan will help propel our culture and our business for years to come. I'll close with a note of thanks, first to our employees around the world who did amazing work in a year that presented historic challenges, and also to our shareholders.

The need for quality independent journalism is only growing, and with your support and your loyalty, we'll continue to meet that need. Thank you for helping make our work and our mission possible.

A. G. Sulzberger
Chairman, The New York Times Company

Thank you, Meredith. Now we'll move on to the business of the meeting. I will now ask Diane to address some of the formalities of this morning's meeting and review the matters to be voted on.

Diane Brayton
Executive Vice President and Chief Legal Officer, The New York Times Company

Thank you, A. G. The agenda and the rules of conduct are available on the meeting website by clicking on the Materials button in the lower right corner. We ask that all of you review those items, and we appreciate your cooperation with the rules of conduct. The polls are open, and they will remain open until I finish reviewing the proposals to be voted on in a few minutes. If you are a stockholder and have not yet voted your shares or wish to change your vote, you may do so by clicking the Voting button in the lower right corner of your screen. Stockholders may submit questions electronically during the meeting by clicking on the Q&A button in the lower right corner of the webcast screen and then typing your question in the box that appears alongside the right side of your screen.

Those questions will not be visible to other participants. Questions received during the meeting that are pertinent to the company and in accordance with the rules of conduct will be considered during the Q&A portion of the meeting as time permits. To allow us to answer questions from as many stockholders as possible, we ask that stockholders limit themselves to two questions. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped and answered together at once. The board has appointed representatives of Broadridge Financial Solutions to act as the inspectors of election for the meeting, and they are attending the meeting today.

The inspectors have determined that the holders of a majority of the Class A common stock entitled to vote at this meeting and the holders of a majority of the Class B common stock entitled to vote at this meeting are represented in person or by proxy. We have a quorum, and our meeting is legally convened. I will now review the matters to be voted on at the annual meeting. There are three proposals to be voted on by stockholders. The first proposal is the election of 12 director nominees, four to be elected by the Class A stockholders, and eight to be elected by the Class B stockholders, each to serve for the coming year or until their successors are elected and shall qualify.

The names and biographies of the Class A and Class B director nominees appear in the company's proxy statement provided in advance to all stockholders. The second proposal to be voted on by the Class B stockholders is a non-binding advisory vote to approve the compensation of the company's named executive officers as described in the proxy statement, and the third proposal to be voted on by the Class A and Class B stockholders is to ratify the selection of Ernst & Young LLP, as auditors for the 2021 fiscal year. This concludes the review of the matters to be voted on, and the polls are now closed. The inspectors of election will tabulate all of the votes received. Subject to that final tabulation, I can report the following preliminary vote results provided by the inspectors of election.

First, each Class A and each Class B director nominee has been duly elected to the board and has received at least the majority of the votes cast. Second, stockholders approved the proposal to approve on an advisory basis the compensation of our named executive officers. And third, stockholders approved the proposal to ratify the appointment of Ernst & Young as auditors for the 2021 fiscal year. Final vote results will be posted on the company's website and filed with the SEC on Form 8-K.

A. G. Sulzberger
Chairman, The New York Times Company

Thank you, and congratulations to our newly elected directors. The inspectors of the election are directed to file their final report on the voting results with the secretary of the company. This concludes the formal business portion of the meeting, and the formal meeting is now adjourned. With that, I'll turn it over to Diane to see if there are any questions.

Diane Brayton
Executive Vice President and Chief Legal Officer, The New York Times Company

If you'd like to ask a question, please click on the Q&A button in the lower right corner of your screen and then type your question in the box that appears on the right side of your screen. All right, I am seeing our first question. The question is coming from Michael Petrelis, and I will read the question. I'm a longtime Times shareholder and LGBT reader. I am also an activist targeting media ethics and accountability. After months of research of your newspaper, I recently presented findings to the New York Times communications team. I had uncovered an unsettling trend since 2006 in which columnist Thomas Friedman had written about certain charities but did not disclose that he had funded them, figures totaling more than $13 million. I asked the team and Kathleen Kingsbury, his editor, to make a disclosure on each instance such an article appeared.

My request has gone unanswered. Will you, as publisher, address this lapse in journalistic ethics? Will you direct the appropriate staff to append a disclosure to each of those past columns? Will you insist Friedman maintain full transparency in the future when quoting charities who have received a check from him? A. G., would you like to respond?

A. G. Sulzberger
Chairman, The New York Times Company

Yes, Diane, thank you. And thank you for the question, Michael, and for your longtime readership. Look, the trust of our readers is essential. It's the most precious asset we have. And that's one of the reasons we have such strong standards and ethics guidelines at The Times for all of our journalists. And that includes strong guidelines around conflict of interest. Those are posted publicly on our website. And if you or if anyone else has concerns about potential violations of these guidelines, my encouragement would be to reach out to our Standards editor, who will make sure that we fully look into your concern and will be sure to circle back to let you know how the matter was resolved. Thank you again for the question.

Diane Brayton
Executive Vice President and Chief Legal Officer, The New York Times Company

Thank you. We are continuing to keep the line open for any additional questions. Once again, if you have a question, please enter it in the box after clicking on the Q&A button in the lower right corner of your screen. All right, at this time, we are seeing no further questions submitted in the portal. Seeing as there are no further questions, this will conclude the Q&A portion of the meeting. I'll now turn it back to A. G.

A. G. Sulzberger
Chairman, The New York Times Company

I would like to thank each of you for your attendance today. We deeply appreciate your ongoing support and continued interest in The New York Times Company.

Operator

Thank you. The New York Times Company 2021 annual meeting of stockholders has now come to an end. Thank you for attending. You may now disconnect.

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