Shareholder Seeks Vote On New York Times Dual Stock

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A Morgan Stanley investment fund stepped up its confrontation with the New York Times Co. Wednesday, submitting a proposal that would urge the company’s board to take several steps to “reform”its corporate governance practices.

It would recommend that the roles of chairman and publisher of the Times’ flagship newspaper be separated. Both jobs are held by Arthur Sulzberger Jr., known to some by his nickname Pinch.

The proposal, if it is approved at the company’s next shareholder meeting, would also recommend that the board put to a vote the company’s dual-class share structure, which allows the members of the Ochs-Sulzberger family to control the company through a special class of stock.

The shareholder proposal was submitted Wednesday by Morgan Stanley Investment Management, which owns about 7% of the Times’ shares.

Catherine Mathis, a spokeswoman for the New York Times, said the company hadn’t seen the resolution yet, but said the company would “evaluate” the shareholder proposal.

The proposal also includes a recommendation to adopt a policy of making the chairman an independent director and making a majority of the members of the board’s compensation committee independent directors.

The proposal marks an escalation of tensions that surfaced this past April when Hassan Elmasry, a fund manager at Morgan Stanley, withheld votes from Times directors to protest the company’s dual-class share structure, which he said was fostering “a lack of accountability” to all shareholders.

The Times has defended its governance practices and noted that the long-standing dual-class share provision can only be changed by members of the controlling Ochs-Sulzberger family, who haven’t signaled that they intend to do so.


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