NEW YORK TIMES CO 8-K

What Happened
The New York Times Company announced on January 15, 2026 that its Compensation Committee adopted a standardized Executive Severance Plan for eligible senior executives and that the Company and CEO Meredith Kopit Levien agreed to an amendment to her Employment Agreement. The CEO is not eligible for the new Severance Plan; instead her agreement was amended to align certain post‑employment restrictions and to add enhanced Change‑in‑Control severance protections.

Key Details

• The Severance Plan covers Executive Committee members and Section 16 officers who sign and maintain a restrictive covenant; breaches of that covenant terminate plan participation.
• Standard cash severance: Executive Committee members receive 52 weeks of base pay; Section 16 officers not on the Exec Committee receive 1 week per 6 months of service (minimum 26, maximum 52 weeks).
• Change‑in‑Control (within 12 months) for Exec Committee members: lump‑sum severance equal to 1.5× the non‑CiC cash severance, plus employer COBRA premium payment for 18 months.
• CEO amendment (Meredith Kopit Levien): post‑employment non‑solicit extended from 15 to 18 months; non‑compete scope updated; enhanced CiC severance of 2× base salary, 2× target bonus, and employer COBRA premium for 24 months if terminated without Cause or for Good Reason within 12 months of a Change in Control.
• Other benefits: pro‑rated (or full, if applicable) annual incentive award treatment, continued group health coverage during the severance period, outplacement services (max $25,000 / 12 months). Plan and amendment include Section 409A and Section 280G (parachute payment) compliance provisions.

Why It Matters
For investors, the filing signals the Company is standardizing executive separation terms to align with market practice and to support retention of senior leaders. The stated severance and Change‑in‑Control provisions create potential contingent liabilities (larger payouts on termination or a sale/change in control), while restrictive covenants (confidentiality, non‑solicit, non‑compete) aim to protect the business post‑employment. The CEO’s separate, enhanced Change‑in‑Control protections are notable because they exceed the standard plan’s CiC benefit levels.