2nd Group Urges Withholding Times Co. Vote

A second corporate advisory firm is urging shareholders of The New York Times Company to withhold their votes for directors at the companys annual meeting this month.

The recommendation from Glass, Lewis & Company, which advises public shareholders how to vote on proxy issues, comes after a similar report from Institutional Shareholder Services last week. It underscores the mounting investor discontent over the dual-class share structure of the Times Company and some of the strategic decisions taken by management.

In its report, Glass, Lewis said that the Times Companys four Class A directors should demand that the full board vote to separate the roles of chairman and publisher of The New York Times, both held by Arthur Sulzberger Jr. It also said that a majority of directors on the companys compensation committee should be Class A directors.

We believe the Class A directors should have either persuaded the board to make these governance changes or resigned from the board, the report said.

Currently, only Class B directors sit on the compensation committee. Hassan Elmasry, a managing director at Morgan Stanley Investment Management, which owns more than 7 percent of Class A shares, has raised these two issues in particular with the Times Company board.

Catherine J. Mathis, a spokeswoman for the company, said that there were no plans to separate Mr. Sulzbergers positions. She also said that the company had recently put into effect a plan to rotate Class A independent directors onto the compensation committee.

Like other media companies, the Times Company maintains two classes of stock. Class A shares, mostly held by public and institutional shareholders, can elect four directors, while Class B shares, 89 percent of which are controlled by the Ochs-Sulzberger family, can elect nine members of the board.

While the withholding of votes by Class A shareholders will be largely symbolic, that symbolism will be more keenly felt at this years meeting on April 24. Last year, about 30 percent of shareholders withheld their votes.

Since then, Mr. Elmasry and other investors have become more vocal in their criticisms of the company. This year Mr. Elmasry has stepped up his campaign to get the Times Company to change its capital structure. He and other shareholders have claimed that the two classes of stock prevent the company from being fully accountable to shareholders.

Only the Ochs-Sulzberger family trust, which controls the Times Company, can change the share structure. The family has made it clear that it has no such plans.

In a statement, Ms. Mathis said: We are disappointed in Glass, Lewiss recommendation. We have an extraordinarily talented group of directors who have experience and skills in a wide range of areas including strategy, capital allocation, branding and media.

Mr. Elmasry, through a spokesman, declined to comment.

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