New York Times Company
Girds for Annual Meeting

At 9:00 a.m. tomorrow, the New York Times Company will hold its annual shareholder meeting at the New Amsterdam Theater on West 42nd Street in Manhattan.

After a year-long proxy fight championed by a dissident Morgan Stanley fund manager, Hassan Elmasry, a significant percentage of the Times Company's shareholders are expected to withhold their votes for the company's slate of board nominees. Last year, roughly 30-percent of the Times Company's shareholders withheld their votes.

While public pressure has mounted in the months leading up to tomorrow's meeting, Times Company C.E.O. Janet Robinson dismissed the notion that this year's annual meeting carries added significance, given Elmasry's public crusade to unwind the Sulzberger family's control of the Times Company through the family's Class B preferred stock.

"I think Wall Street fully understands this is a company dedicated to quality journalism," Robinson told Conde Nast Portfolio in an interview this February. "I think they understand this is a company existing for the public good. I think they understand we have a robust market, and it's our job to help them understand how we're going to grow our company."

Robinson added that the annual meeting is "an opportunity for our shareholders to listen and learn ... Shareholders are certainly able to make their decisions in regards to whether they buy or sell, and in regard to what they'd like to say at an annual meeting. "

Whatever happens, tomorrow's meeting is a capstone to a year of debate surrounding the Sulzberger's control of the Times. In April, shareholder advisory firms Institutional Shareholder Services and Glass Lewis both recommended that shareholders withhold their votes, while Proxy Governance, another shareholder adviser, recommended shareholders vote in favor of the Times Company's directors.

Perhaps more significant, last Thursday, Portfolio reported that billionaire Howard Milstein, C.E.O. of New York-based Emigrant Bank, had become the Times Company's sixth-largest institutional shareholder, with a 4.3 percent stake worth $150 million.

Milstein voiced public support for Chairman Arthur Sulzberger Jr., and in an interview today, Emigrant Bank Vice Chairman John Hart said Milstein "believes [the Times] stock is way undervalued."

Milstein's presence adds a new twist to the Times' thorny relationship with its institutional shareholders, and fuels a theory that the Sulzbergers, with access to Milstein's financing and Emigrant Bank's $15 billion in assets, could take the paper private.

Still, the machinations surrounding the annual meeting has brought two of the country's grandest journalism families a bit closer together. Writing in the Wall Street Journal today, Washington Post Company C.E.O. Donald Graham put aside any remaining bitterness over the Sulzbergers' acquisition of the International Herald Tribune (formerly a joint-partnership with the Washington Post Co.) and wrote in strident support of the Sulzbergers' continued control of the Times through their Class-B stock.

"Anyone who cares a bit about what the New York Times at its best has stood for should vote against Morgan Stanley's recommendations," Graham wrote.

by Gabriel Sherman