NYT Shareholders Register Unhappiness

But Ochs-Sulzberger Family Not Willing to Give Up Dual Structure

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NEW YORK (AdAge.com) -- New York Times Co. shareholders elevated their protest against its management and stock structure today by withholding 42% of their votes for board members at the annual meeting, topping the 30% withheld last year. The unhappy shareholders' actions won't change anything in concrete, near terms -- but that impotence lies at the heart of their complaint.
Arthur Sulzberger Jr.: 'We understand shareholder frustration as reflected in today's vote.'
Arthur Sulzberger Jr.: 'We understand shareholder frustration as reflected in today's vote.'

Times Co. stock is divided into Class A shares, which the public can buy, and Class B shares, which are 89% controlled by the Ochs-Sulzberger family and elects nine of 13 board members. As the stock price remains mired below $26 per share and anxiety grows across the newspaper industry, there is no effective way for Class A shareholders to force new strategies on the board or executives such as Chairman-Publisher Arthur Sulzberger Jr.

Understanding 'shareholder frustration'
"We understand shareholder frustration as reflected in today's vote," Mr. Sulzberger said in a 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."

"Management and the full board will continue to listen carefully to the issues raised by our shareholders," Mr. Sulzberger added. "That said, the Ochs-Sulzberger family remains firmly and unanimously committed to the dual class share structure that has been in place since before the company went public in 1969."

Morgan Stanley Investment Management, whose Hassan Elmasry has led a seemingly quixotic campaign against the dual class structure, in a statement said today's withheld votes were a "clear mandate for meaningful change."

"Several of the company's long-standing institutional shareholders, including Morgan Stanley Investment Management, have made specific recommendations to the board on how the company can improve its governance, management and capital reallocation," the statement continued. "We are disappointed that the company has not yet moved to implement these recommendations. The withhold vote this year is significantly higher than last year and is an emphatic call for accountability."

From 2000-2005, Times shares typically traded above $40.
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