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AGM 2020

Apr 22, 2020

Operator

Welcome to the 2020 Stockholders' Annual Meeting for the New York Times Company. Our host for today's call is Arthur Sulzberger, Jr. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host, Mr. Sulzberger. You may begin.

Arthur Sulzberger, Jr.
Chairman of the Board, The New York Times Company

Thank you very much. Good morning, all. I'm Arthur Sulzberger, Jr., Chairman of the Board of The New York Times Company. Welcome, and thank you for joining us for our 124th Annual Meeting of Stockholders. And I'd like to remind everyone that the polls are currently open. Those of you who have attended this meeting in the past know that we've typically done them in person. In fact, this is our first-ever virtual annual meeting, and your participation is all the more appreciated given that circumstance. The pandemic has upended almost every aspect of daily life, and we, like everyone, have had to adjust accordingly. Before I go any further, let me note that we will conclude today's meeting by 10:00 A.M., 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 2019 Annual Report. I want to thank the members of our Board of Directors who are joining us virtually today. They include Brian McAndrews, the Presiding Director, Aman Bhutani, Rob Denham, Rachel Glaser, Hays Golden, David Perpich, John Rogers, Doreen Toben, and Rebecca Van Dyck. Our Board also includes our President and CEO, Mark Thompson, who you'll hear from in a few minutes, and A. G. Sulzberger, Publisher of the New York Times, who will be available during the question-and-answer portion of our meeting later on. Other members of our executive team are also attending today and will be available during the question-and-answer portion. In addition to Mark and

A.G., we have Diane Brayton, Executive Vice President, General Counsel, and Secretary; Meredith Kopit Levien, Executive Vice President and Chief Operating Officer; Roland Caputo, Executive Vice President and Chief Financial Officer; and Ellen Shultz, Executive Vice President, Talent and Inclusion. Finally, I'll note that a representative of Ernst & Young, our independent auditors, is attending today and will be available to respond to appropriate questions during the question-and-answer portion of our meeting. In a moment, Mark Thompson will talk about the company's response to the coronavirus pandemic. He will then turn to highlights from 2019, including some of the brightest examples of Times journalism during the year and a brief overview of the company's performance. I want to thank Times for the heroic work they're willing to serve our readers in these challenging times. This is a moment in which the need for quality journalism has never felt greater.

I feel fortunate that the Times is able to support our journalists with the time and resources they need to do the most important, impactful work in this moment of crisis. But I worry deeply about journalism at the local level, where news organizations play an essential role in arming their communities with the information that they need. Even as many news organizations experience a surge in reader interest, many have faced unprecedented business pressure that has led them to have to cut jobs or even close entirely. The country must find a way to support these institutions and the essential work they do. The pandemic has changed the world in a profound way. Our industry will have to change as well. But despite all these changes, I'm confident there will always be a need for deeply reported, independent journalism that people can trust.

That is what has kept us going throughout the years and through this crisis, and will be what keeps us going in the years and decades to come. So thank you again for joining us and for your support of the New York Times. I'll now turn this over to Mark Thompson.

Mark Thompson
President and CEO, The New York Times Company

Thank you, Arthur, and good morning, everyone. You won't be surprised to hear that I'm going to begin with COVID-19, both the impact of the virus on our operations and our current response to it. The New York Times Company regards the health and safety of its employees as paramount, and it has an outstanding and proactive Occupational Health Department, who, as you can imagine, have been pretty busy in recent weeks. We also conduct regular emergency and business continuity drills. Over the past year, these have specifically included drills for remote and home working for key parts of the company, including our newsroom and printing plant. The drills and our broader business continuity planning meant that we were well positioned when COVID hit. We had reporters on the ground in Wuhan as soon as the outbreak of the virus became known.

We also felt its early impact on some of our key Asian bureau and offices, notably Beijing and Hong Kong, so we had few illusions about the seriousness of the threat. We set up an enterprise-level steering group in late January, progressively stepped up our response in February, and were in the first wave of U.S. companies to move to mandatory home working in the first part of March. Today, as Arthur noted, the New York Times is delivering comprehensive coverage of the COVID crisis in this country and around the world. Our frontline reporters are reporting from hospitals, nursing homes, and other hazardous environments, running some of the same risks as frontline medical staff, and we're doing everything in our power to keep them safe.

The coverage of the virus has extended to almost every category of journalism we offer, from science and medicine to politics to business and culture, and even to the recipes in NYT Cooking and any number of other tips and ideas to help our readers survive the lockdown. And we also took an early decision that the overwhelming majority of our coverage of the coronavirus should sit outside our pay model and be freely available to audiences everywhere. The company today is running very largely from home, except for essential operations, for instance, at our plant in Queens, and for those locations, for instance, Hong Kong, where local government and medical advice has recommended a progressive return to work.

Both in journalism and in business operations, we've maintained a high level of productivity and are continuing successfully to execute our digital growth strategy as well as complex legacy operations, including the nationwide delivery of our physical newspaper, despite the considerable practical obstacles. Although, like everyone else, we're eager to get back to something approaching normality as soon as possible, we believe we can continue to run effectively in the present mode for as long as is necessary. Now, we're in a quiet period at the moment with our next earnings call on May 6, so I can't talk about our current business performance today. But I've often reminded the market that advertising makes up little more than a quarter of our revenue. As you know, part of our mantra is that we are a subscription-first business, and indeed, in 2019, around two-thirds of total revenue came from subscriptions.

One of the many benefits of this strategy is the resilience of subscription revenue in difficult economic times. During the financial crash 12 years ago, for instance, advertising inevitably suffered, but subscription revenue remained very strong and retention high. Indeed, I've often noted that our very strong balance sheet gives us a substantial cushion of liquidity with which to weather external headwinds. So both subscription-first and balance sheet as, if you like, protections against economic difficult times. This morning, I'll only add that people have also turned to The Times in moments of crisis. I've always turned to The Times in moments of crisis and uncertainty. The recently announced comScore figures for U.S. audiences in March, which showed what we believe are the highest-ever peaks for The Times, reinforce that point.

Strong support from existing readers and a flood of new ones are good news for the fundamentals of our business. Now, we know that this is a difficult period for the wider news and media industry, as Arthur said. But The New York Times' business model and the enduring appeal of its journalism mean that it's far better placed than most. We will continue to adapt and change our organization in line with our strategy, and as always, we'll make savings when and where appropriate. But unlike others, we're not currently furloughing colleagues or eliminating staff jobs because of the virus. We're continuing to invest in our journalism and indeed to hire higher in priority areas like our newsroom and engineering. But let me now briefly turn to 2019. I'll start with our journalism. Although it now seems like a lifetime ago, 2019 was an astonishingly busy year for news.

But time and again, The Times rose to the occasion. We ran 60,000 articles, nearly 200,000 photos, produced 3,900 videos, 445 podcasts, and 39 TV programs. Times journalists reported from 159 different countries. Politics loomed large, of course, with the Mueller Report and the impeachment process both receiving comprehensive and consistently revelatory coverage from our newsroom, as well as engaging in often very lively comments in our opinion pages. But there was so much more to our output over the years than domestic politics. It was a quite exceptional year for investigative journalism. Times stories led to new protections for some of America's most vulnerable workers, from the taxi industry to the gig economy. After a series of damning articles, some of the digital giants took new steps to try to reduce the flood of child pornography and other activity by child abusers on the internet.

Our reporting on human rights abuses stirred international outrage, from China's crackdown and mass detention of the Uyghurs to Russia's systematic bombing of Syrian hospitals. I wonder if anything we published last year had a more profound impact on the national conversation than the 1619 Project. What began as a full issue of the Sunday magazine and a special section of the newspaper grew to include a five-part podcast, events around the country, and a curriculum taught in all 50 states. But perhaps the most meaningful testament to its impact was the line of people in front of our HQ building patiently waiting to get a reprint of that exceptional edition of the magazine. Our Opinion Department's biggest-ever initiative, a year-long Privacy Project, which staged perhaps the richest and most insightful debate yet on one of the most pressing issues of the day, was also a standout.

But 2019 was also the year when the sheer breadth of Times journalism became apparent. It was a bumper year for our standalone products, Crosswords and Games, Wirecutter, and particularly Cooking, whose subscriber base grew at an astonishing rate. Podcasting came of age with further remarkable audience gains by The Daily. And TV at the time took flight, with The Weekly showcasing our journalism on FX and Hulu, and amongst other film and TV projects, the Amazon Prime adaptation of Modern Love becoming a hit around the world. What is so encouraging is that this broadening of the creative endeavor of our newsroom has not been bought at the price of the dilution of the day-in, day-out excellence of the core news report and the brilliant work of our more than 1,700 journalists on classic Times reporting and analysis.

2019 was also a strong year for the New York Times as a business. We reached some critical milestones. Back in 2015, we set ourselves the challenge of doubling digital revenue, which was then around $400 million a year, to $800 million within five years, in other words, by the end of 2020. In the event we achieved that goal a full year early, recording pure-play digital revenue of $801 million in 2019. That represented a 13% increase from the year before. We also had our best-ever year for digital subscriptions, adding more than a million net new subscriptions over the course of 2019, which left us with well over 4 million digital subscriptions and over 5 million subscriptions as a whole. That's around three times as many subscriptions as the New York Times had at the very peak of print in the 1990s.

Early in the year, we set ourselves a new goal of reaching a milestone of a total of 10 million subscribers, subscriptions rather, by 2025. That would be an unprecedented achievement by any news provider, but I have to say that if we can maintain the momentum we achieved in 2019, it looks for this news organization to be entirely realistic. Total revenue for the company increased 4% to $1.8 billion, and profitability remained steady despite heavy investment in our digital growth strategy, as well as many new jobs in our newsroom. Now, I won't dwell further on our balance sheet except to note that towards the end of 2019, we completed a transaction to buy back our ownership of 28 floors of our headquarters building at 620 Eighth Avenue, and we became essentially debt-free.

As I noted earlier, for some years, we've taken a relatively conservative approach to our balance sheet and hold substantial liquid reserves. We believe that that is appropriate for a company executing a complex print-to-digital and advertising-to-subscription business model transformation. But as I said, it also turns out now to be exactly the right stance with which to withstand a shock like COVID-19 and indeed to flourish once the crisis passes. In summary, 2019 illustrated how much the world needs and values journalism of the kind that The New York Times produces every day. But it was also a vindication of our current strategy. It's a strategy we still believe in 100%, and we're determined to maintain it in the uncertain weeks and months ahead. Thank you.

Arthur Sulzberger, Jr.
Chairman of the Board, The New York Times Company

Thank you, Mark.

Mark Thompson
President and CEO, The New York Times Company

As I do, Arthur. Thank you.

Arthur Sulzberger, Jr.
Chairman of the Board, The New York Times Company

Thank you, Mark, and thank you all for your attention. Now, we will move to the business of this 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?

Diane Brayton
EVP, General Counsel, and Secretary, The New York Times Company

Thank you, Arthur. The agenda for the meeting is shown at the top right corner of the webcast screen. As noted, the polls are open. If you have not yet voted your shares or wish to change your vote, you may do so by clicking the Vote Here button in the lower right corner of your screen. The polls will remain open until the conclusion of the proposals to be voted on portion of the meeting. Stockholders may submit questions electronically during the meeting by typing your question in the box at the bottom left portion of the webcast screen. These questions will not be visible to other participants. Questions received during the meeting will be considered during the question-and-answer portion of the meeting. 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, summarized, and answered together. Notice of the annual meeting was filed with the SEC and distributed to stockholders of record as of February 26, 2020. Supplemental notice of the change to a virtual meeting was also filed with the SEC and distributed to stockholders of record as of the record date. Proof of notice will be incorporated into the minutes of this meeting. The Board has appointed Broadridge Financial Solutions to act as the inspectors of election for the meeting. 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.

I will now review the matters to be voted on at the annual meeting. There are four 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 stockholders, director nominees, rather, appear in the company's Proxy Statement provided in advance to all stockholders. The second proposal to be voted on by the Class A and Class B stockholders is to adopt the New York Times Company 2020 Incentive Compensation Plan.

The third 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 fourth 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 2020 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 the 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 adoption of the company's 2020 Incentive Compensation Plan. Third, stockholders approved the proposal to approve on an advisory basis the compensation of our named executive officers. Fourth, stockholders approved the proposal to ratify the appointment of Ernst & Young as auditors for the 2020 fiscal year. Final vote results will be posted on the company's website and filed with the SEC on Form 8-K.

Arthur Sulzberger, Jr.
Chairman of the Board, The New York Times Company

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

Diane Brayton
EVP, General Counsel, and Secretary, The New York Times Company

Thank you, Arthur. The first question that we have, I will read and then pass on to the relevant executive. It's from Christopher Arps with Project 21 at the National Center for Public Policy Research, and the question reads, "The New York Times has invested significant resources in its 1619 Project built upon the premise that everything in American history is irrevocably built on and tainted by slavery. Many well-respected historians from a wide array of backgrounds have stepped forward to challenge the premises and factual assertions of the project, particularly the claim that U.S. independence was motivated by a desire to break away from an abolitionist Britain. The Times has finally admitted its error.

Will it now go back to correct the record with the vigor with which it destroyed it and ensure that schools using 1619 Project materials are not teaching falsehoods? A.G., would you like to respond to this question?

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

Sure. Thank you, Diane, and thank you for the question. So the 1619 Project has been widely read and praised, including by many of the nation's preeminent historians. It also certainly has its critics, some of whom disagree with some of its conclusions. And one of the things that we've tried hard to do throughout the project is simply to encourage dialogue between those with different perspectives. And we think that that debate has been of real value to the public.

Diane Brayton
EVP, General Counsel, and Secretary, The New York Times Company

Thank you, A.G. We have another question. Let me read it aloud. "The New York Times used the term Wuhan virus before suddenly deciding that naming diseases after their place's origin is racist as another partisan attack ploy by the supposedly objective news organization. Does this mean that it owes an apology to the people of China for its racism? What about people of the Ebola River region of the Congo for its continuing identification of the disease? The people of Old Lyme, Connecticut for Lyme disease, or does it really owe an apology to the people of the U.S. for pretending to be an objective news source?" A.G., would you like to respond to that as well?

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

Thanks for the question, so I'm not sure about the premise. The term that we use according to our style book is either COVID-19, the technical name of it, the novel coronavirus, or sometimes the new coronavirus, or simply the coronavirus, and our style in general is to follow scientific guidance on how to call these diseases.

Diane Brayton
EVP, General Counsel, and Secretary, The New York Times Company

Thank you, A. G. At this time, I believe there are no further questions. We are confirming and seeing if there are no questions. This concludes the Q&A portion of the meeting, and I will now turn it back to Arthur.

Arthur Sulzberger, Jr.
Chairman of the Board, The New York Times Company

Thank you. Thank you, Diane. And I'd like to thank each of you for your attendance today. We deeply appreciate your continued interest in the New York Times Company. Please stay safe and healthy. Thank you again.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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