NYT Co. Agrees to Place 2 Harbinger/Firebrand Nominees on Slate

By: E&P Staff

The New York Times Co. has acquiesced, at least in part, to the request of two hedge funds, Harbinger Capital Partners and Firebrand Partners.

The company said today it’s adding two of the hedge funds’ nominations to the slate of directors to be nominated by Class A shareholders.

Scott Galloway, founder of Firebrand, and James Kohlberg, chairman of Kohlberg & Co., are now on the slate, which has increased from 13 candidates to 15.

Robert Denham, Thomas Middelhoff, and Doreen Toben are the other nominees, bringing the total slate to be voted on by Class A shareholders to five. The company said in a statement that Harbinger and Firebrand agreed to vote on the company’s proposed slate.

William Kennard, who was previously nominated for election by Class A shareholders, shifts to be elected by Class B shareholders. The Ochs/Sulzberger family controls the majority of Class B shares.

In a statement, New York Times Chairman Arthur Sulzberger Jr. said, “We are pleased to have reached an agreement with Harbinger and Firebrand. Both the board and management welcome the perspectives and insights of our proposed new directors.”

Earlier this year, New York Times shareholders Harbinger and Firebrand pushed through a slate of four Class A director nominees, which included Galloway and Kohlberg.

In its proxy filing with the Securities and Exchange Commission, the New York Times urged shareholders to vote for the company’s proposed slate only.

Both hedge funds began buying up shares of the company, eventually building a 19% stake promising a proxy battle at the New York Times’ annual meeting on April 22.

Other shareholders have tried to make a run at the company, including Morgan Stanley. At the New York Times’ annual meeting last year, more than 40% of company’s Class A shareholders withheld their vote for the company’s slate of directors.

To avoid a potential proxy battle, New York Times executives agreed to meet with Harbinger and Firebrand.

Said Philip Falcone, senior managing director of Harbinger in a statement about the move, “Our nominees look forward to working with the other directors and management to build and deliver value for all shareholders.”

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