Petrelis Files

Catherine Mathis
The New York Times
VP of Corporate Communication
Email: mathis@nytimes.com

Dear Ms. Mathis:

Thanks for FedEx'ing a paper copy of the transcript of the New York Times' shareholders meeting, held on April 13.

As a shareholder and reader, I am disappointed the Times will not post the transcript on its web site.

I write today to ask you and Arthur Sulzberger Jr. to reconsider the decision to make the transcript available only to those who contact you and request a copy.

It's my belief that corporate transparency and accountability require such a document be widely shared with shareholders, the public and, of course, readers of the Times.

In any event, I have scanned and OCR'ed pages 14 through 38, and they're now available on my blog.

I have not posted pages 1 through 13 since they are Mr. Sulzberger's prepared remarks to the meeting, which included introduction of the directors and officers of the company and his review of financial matters to shareholders, with a few comments about select editorial matters.

If anyone wants those pages, they can contact you at mathis@nytimes.com.

I look forward to your prompt reply.

Regards,

Michael Petrelis

cc: Arthur Sulzberger Jr.; asulz@nytimes
^^^^^^^^^^


[Excerpt of the transcript of the April 13 New York Times shareholders meeting at the New Amersterdam Theater. For a copy of the full transcript, contact Catherine Mathis at mathis@nytimes.com.]


CHAIRMAN SULZBERGER: Thank you for your kind attention, and now for the business of this meeting. Let me say at the outset that we will conclude at 11:30 so everyone can get on with the rest of his or her day.

There are three proposals to be voted on by stockholders. I would like you to hold on to any questions you may have until I have outlined them for you. After that we will be happy to answer questions on these items. There will be another, more general Q&A period later in the program.

The first matter to be voted on is the election of 15 directors, five to be elected by the Class A stockholders and 10 by the Class B stockholders, as set forth in the proxy
statement.

The second proposal is to adopt a new Non-Employee Directors' Stock Incentive Plan, also as described in the proxy statement.

The third proposal is to ratify the selection of Deloitte & Touche LLP, independent auditors, as auditors for the fiscal year ending December 26, 2004.

The holders of Class A and Class B shares will vote separately for the election of directors. Stockholders holding either Class A or Class B shares are entitled to vote on
Proposals 2 and 3.

I would have asked now if there were any questions on these proposals, but I am actually going to do something a little different. I will recognize Mrs. Evelyn Y. Davis. She has asked me to bring her on early; she has another annual meeting to attend. Let me ask Evelyn to ask her questions and then we will come back.

MRS. EVELYN Y. DAVIS, stockholder: I am editor of Highlights and Lowlights of The Watergate in Washington, recently a panel member at the Securities and Exchange Commission Roundtable on "Director Improvement" or whatever it is. I'm sure you've all seen my op-ed piece on this issue in USA Today on March 29. However, I think the
directors should know that The New York Times has had very prejudicial reporting on this very important issue. It is the most important issue in my 40 years of going to annual meetings, where large shareholders are trying to keep small stockholders out of the proxy process and want to have all the stuff for themselves. This has been well covered by The Wall Street Journal, The Washington Post, USA Today, AP, Reuters and everybody else. However, The New York Times has only had the views of my competitors. Over and over again this Nell Minow and Sarah Teslik. I was thrown a little bone last October while they have been eating the chicken. This is outrageous. I think you should get a new SEC reporter to replace this prejudicial reporter. I'll tell you something: This whole thing will not get anywhere anyhow, because they don't know like I do-and I'm taking the part of the companies here-that this proposal is going too far. If people want to elect an independent director through the proxy statement, that's going too far. It will never go through to the SEC. The companies will take it to court, hopefully to the Supreme Court. It will never go through. Yet while all these publications have it, I'd like to know why The New York Times was consistently prejudicial in this. I brought this to your attention, yet no balanced viewpoints were presented on this at all. The Board should know this. This is absolutely outrageous. Why this Nell Minow and Sarah Teslik, every week you see their names in The Times. These same reporters could have called me for much better quotes. There was another thing just last Sunday in The New York Times in an article about companies meeting in difficult-to-reach locations and directors not attending. It was 1, Evelyn Y. Davis, who made the stink about this last year at the Morgan Stanley meeting in suburban Chicago. Yet the reporter, Patrick McGeehan, gave me no credit for this at all. And now the director, Phil Purcell, finally said he's doing this.

I think The New York Times should be doing something about these companies meeting at the same time. I have evidence that this is a conspiracy. Yesterday I received three calls from The Bank of New York employees who were at the meeting when everybody was laughing and said, "Evelyn can't be at the meeting, we're at the same time as The New York Times," and they were laughing. They told me they were laughing at the chairman who was so afraid of a little woman like me. They said, "Please, Mrs. Davis. Do come to our meeting." This is outrageous. There is also a very large shareholder, and I would be glad to give you the name of the large shareholder.

American Standard is also meeting on this same day as Citigroup next week; however, I heard about this and called Phil Purcell. To his credit after my complaint, instead of meeting at 9 in the morning, he is meeting at I 1. At least one has a chance to go there. I have seen them trying this over the years. This should be something The New York Times is writing about extensively. Other companies like Comcast, and he is on the board of The Bank of New York, is going to a different date this year. Believe you me, I will be there wherever my friend Brian Roberts will be. Some of the things he does are all right, but some are not. AT&T has changed it. All these thing The New York Times should really do a big story on this. I would be glad to supply you with the names.

CHAIRMAN SULZBERGER: Thank you. I think we have your point, Evelyn.

MRS. DAVIS: What about this stuff about this Nell Minow and Sarah Teslik. Every week they are in there a couple of times and my views are not heard.

CHAIRMAN SULZBERGER: We have a new Executive Editor who clearly needs some training.

MRS. DAVIS: Bill Keller has not returned my phone calls. Maybe we should get Howell Raines back. He always talked to me and always returned my phone calls. Like I said to you before, I am not going to lower myself and go into this Blair situation. There are people like that in every newspaper and I'm not going to lower myself to comment on this.

However, I want to make very sure we will not have any more use of anonymous sources in newspapers, in any newspaper. Most of it is fiction, or else a reporter can
disguise his or her own viewpoints in that. This is outrageous and should be discontinued-not only at The New York Times, but at all other newspapers.

The other thing: When we have this directors stock option plan, I am against it. I have a new resolution at Citigroup next week, which hasn't had notice from The New York Times, at least not yet, on this Sallie Krawchek getting $30 million, more than most CEOs. If you wait long enough, Arthur, you will get her pay. The New York Times hasn't made any notice of that when they had articles on executive compensation. I stated in the resolution that I have never seen such an outrageous pay package before. She's getting twice as much in stock options as the new CEO, Chuck Prince. Yet there have not been any comments on that.

CHAIRMAN SULZBERGER: Evelyn, I'm going to have to-

MRS. DAVIS: Just a moment. You talked for 45 minutes.

CHAIRMAN SULZBERGER: Actually only 28 minutes, and you're not going to match me, Evelyn. I will ask you, now. We will move on. I will cut the mike off in a second.

MRS. DAVIS: Darling, then you'll be stuck with me for the whole meeting.

CHAIRMAN SULZBERGER: Then take a seat.

MRS. DAVIS: I have one more comment.

CHAIRMAN SULZBERGER: We will take one more comment, Evelyn.

MRS. DAVIS: With the News Corporation now going into New York, is there any concern about this and what is The New York Times Corporation doing as preventative measures on this?

CHAIRMAN SULZBERGER: No, we have no concern about News Corp. officially moving to New York. They have been fundamentally based here for a number of years and we see no reason to change our strategy now. Evelyn, thank you for your comments. [Applause]

I will go back to our original plan. We talked about the three proposals. Are there any questions on these three proposals in particular?

MR. HARRY KORBA, stockholder: I want to air some comments, but I don't want to go around in circles. I get tired of hearing Mrs. Davis going around in circles. First of all, my name for the record is Harry Korba from Yonkers, New York, the fourth-largest city in the State of New York. Chairman Sulzberger, Jr., I'm very happy and honored this morning to be present at the 108th Annual Meeting of Stockholders of The New York Times Company.

CHAIRMAN SULZBERGER: It wouldn't be the same without you, sir.

MR. KORBA: This is my 16th out of the last 19 annual meetings of this Corporation, which I had the pleasure and honor of attending in person this morning.

Now some valid questions on the subject of the 15 directors, which we are voting upon at the present time. The 3 1 -page proxy statement dated March 2, 2004 on page 18, it states: "Fiscal December 28, 2003, seven director meeting held, up from six director meetings in fiscal December 29, 2002. These six director meetings in fiscal 2002 were all held at the corporate headquarters at 229 West 43rd Street. Chairman Sulzberger, Jr., where were these seven director meetings in fiscal 2003 held?

CHAIRMAN SULZBERGER: At the same location.

MR. KORBA: Question number 2, Chairman Sulzberger, Jr. As one of the 9,741 Class A stockholders as of January 30, 2004, 1 want to make some comments. Number 1: I'm very happy to see now that when the vote is in on behalf of these 15 directors, that The New York Times Company will have on its board five female directors.

Comment number 2 is this, and I want to extend my congratulations when I read your Letter to the Stockholders, which contained two to eight pages and also the I O-K annual report. The thing that actually baffles me, Chairman Sulzberger, Jr., I notice you had some very fine colored photographs of employees who are involved with this Corporation. I'm anxious to fmd out who the gentleman was who didn't have the courtesy to put down the names of these people who appear in these colored photographs. I think it was awful rude on his part to omit the names of these individuals.

CHAIRMAN SULZBERGER: I take your point. They all do in fact work for The New York Times Company in a variety of roles. Think of them as Everyperson. They were stand-ins for all our employees and that is why we did not identify them specifically. We will take this thought into account next year.

MR. KORBA: I want to extend a fine compliment. I see this Company in February of this year appointed a young lady by the name of Janet L. Robinson, 53 years of age, as Chief Operating Officer.

CHAIRMAN SULZBERGER: You had to fit that in, didn't you?

MR. KORBA: I also see that at the end of the year she will become the President and
Chief Executive Officer, succeeding a very fine gentleman by the name of Russell T.
Lewis, 56 years of age. [Applause]

The last comment in reference to the directors is this, and it's a very serious question. It relates to the price of the common stock. If any other stockholders want to make a comment about this after, first let me make my comments. Last year before this annual meeting was held on Tuesday morning, April 15, 2003, which was tax day, the Class A common stock closed on the New York Stock Exchange at $46.49. Yesterday it closed on the New York Stock Exchange at $46.73. So in the span of 12 months, the Class A common stock has risen 24 cents.

CHAIRMAN SULZBERGER: We'll take it. Thank you, sir.

Are there any more on just the three issues we have to vote on? Remember, we will have a general Q&A session in a moment.

[Pause]

CHAIRMAN SULZBERGER: Seeing none, may I have a formal motion from the floor to nominate the Class A directors?

MR. STUART STOLLER, stockholder: I nominate Raul E. Cesan, William E. Kennard, Thomas Middelhoff, Henry B. Schacht and Donald M. Stewart for election as Class A directors for the coming year.

CHAIRMAN SULZBERGER: May I have a second?

MS. CATHERINE MATHIS, stockholder: I second the motion.

CHAIRMAN SULZBERGER: May I have a motion to elect the Class B directors?

MR. JAMES C. LESSERSOHN, stockholder: I nominate John F. Akers, Brenda C. Bames, Jacqueline H. Dryfoos, Michael Golden, Russell T. Lewis, David E. Liddle, Ellen R. Marram, Arthur Sulzberger, Jr., Cathy J. Sulzberger and Doreen A. Toben for election as Class B directors for the coming year.

CHAIRMAN SULZBERGER: May I have a second?

MR. R. ANTHONY BENTEN, stockholder: I second the motion.

PROPOSAL TO ADOPT NEW 2004 NON-EMPLOYEE
DIRECTOR?S STOCK INCENTIVE

CHAIRMAN SULZBERGER: Thank you. May I have a motion from the floor to move the adoption of proposal number 2 relating to the adoption of a new Non-Employee Directors' Stock Incentive Plan?

MS. ANN KRAUS, stockholder: Mr. Chairman, I move that the resolution relating to proposal number 2 be adopted by the stockholders.

CHAIRMAN SULZBERGER: Second please?

MR. STOLLER: I second the motion.

CHAIRMAN SULZBERGER: Thank you.

May I have a motion from the floor to move the adoption of proposal number 3 relating to the appointment of Deloitte & Touche as auditors?

MR. BENTEN: Mr. Chairman, I move that the resolution relating to proposal number 3 be adopted by the stockholders.

CHAIRMAN SULZBERGER: Second?

MS. MATHIS: I second the motion.

CHAIRMAN SULZBERGER: Thank you.

MR. KORBA: On the subject of Deloitte & Touche, LLP, which is listed on page 31 of the 32-page proxy statement. Number one, Chairman Sulzberger, Jr., I want to compliment the management for seeing fit to put down what you paid this firm for their services for fiscal 2003, which was $1.929 million, which was up roughly $240,000 from fiscal 2002. My next comment, Chain-nan Sulzberger, Jr., is this. In reference to this audit fmn, Deloitte & Touche, LLP, I see it's been doing the business for this Company since 1939, so you are talking about being involved with this corporation for 65 years. I think it would be appropriate now if the Board of Directors would see fit to change this audit group. I am not saying they have made any kind of boo-boos, but I think to have the same audit firm for 65 years, it is about time to make a change.

CHAIRMAN SULZBERGER: Thank you. We do discuss this with some regularity at the Audit Committee. Certainly given the new laws and SEC regulations, we felt this was not a good time to change horses in midstream. But I promise we do look at this and take this issue seriously.

MR. KORBA: My last comment relates to a very serious question. In reference to December 28, 2003, how many full-time lawyers did The New York Times Company have on its payroll and how did it compare with December 29, 2002?

MR. SOLOMON B. WATSON IV, Senior Vice President and General Counsel: We had 10 full-time lawyers, the same as the year before.

Will the inspectors of election distribute ballots now? If you have already submitted your proxy, you need not vote by ballot. Please raise your hands if you require a ballot. [Pause] We will get those to you right now. Does everyone who needs a ballot have one? [Pause]

I now declare the polls closed and direct the ballots be picked up when they are filled out by the inspectors of election.

GENERAL QUESTION AND ANSWER PERIOD

CHAIRMAN SULZBERGER: While the inspectors of election are tabulating the votes I will take the opportunity to respond now to any general questions or comments about the business operations of the Company. Again, please use the microphones on the aisle. I will give this first to anybody who has not had a chance to speak.

MR. CLIFF KINCAID, proxy: Mr. Chairman, my name is Cliff Kincaid. I'm editor of the "Accuracy in Media" report. I appreciate this opportunity to be here. When I had my tape recorder confiscated on the way in, I thought perhaps you were having Antonin Scalia as a guest speaker-

CHAIRMAN SULZBERGER: We should be so lucky.

MR. KINCAID: -but I know you wouldn't permit that. I am assured we will get a transcript of this, because it is enlightening and revealing.

We have several questions. I will wait on the Jayson Blair question until later. Have you read his book, by the way?

CHAIRMAN SULZBERGER: No.

MR. KINCAID: Do you have any plans to look at or read his book?

CHAIRMAN SULZBERGER: No.

MR. KINCAID: Let's start off before that with another question, having to do with The Times's ventures into other media, including television. We've been fascinated by the fact that you own a television station in Oklahoma City, KFOR. A very brave, courageous
investigative reporter was working down there by the name of Jayna -Davis, who has now published a book. I have it in my hand. It's titled The Third Terrorist: The Middle East Connection to the Oklahoma City Bombing. She did several stories for that KFOR television station in Oklahoma City about just that-a Middle Eastern connection to the Oklahoma City bombing. And yet even though you own this station and she did these stories for that station, we have found only one tiny little paragraph in one story that was carried back on February 29 in a story by Ralph Blumenthal noting her work on this issue, and the fact, according to the story, that Jayna Davis has long maintained she has uncovered ties between Mr. McVeigh and Mr. Nichols, and Iraqi soldiers operating undercover in the United States, and that she gave this information to the FBI without adequate follow-up.

We are here on a day when the war in Iraq is continuing with discussions, investigations and hearings into what happened before 9/1 1. Here you have one of your own news organizations with a reporter who has now written a book, and not only has the book not been reviewed by The New York Times, but she is given only one tiny paragraph.

CHAIRMAN SULZBERGER: I take your point.

MR. KINCAID: Don't you think this subject deserves more attention from The New York Times?

CHAIRMAN SULZBERGER: I don't know the author or the book. I'll certainly look into it.

MR. KINCAID: How will you look into that?

CHAIRMAN SULZBERGER: I'll talk to our editor. I have lunch with him tomorrow.

MR. KINCAID. You will, excellent. Thank you very much.

MR. MICHAEL PETRELIS, stockholder: Good morning. My name is Michael Petrelis.

I'm a gay man who has come from San Francisco because I am now a shareholder in the
Company. I have here a memo I have sent to Mr. Sulzberger that I have copies I would like to give to the board and anyone else who would like one. I'm asking for 10 particulars of deep concern to me to be considered. I will only go over a few of them, because you have the memo, Mr. Sulzberger.

The top item is I see a need for a reporter's disclosure page section on The New York Times's Website. We readers must know about outside activities on the part of the editorial staff. In particular, your chief medical reporter, Dr. Lawrence K. Altman, has numerous current outside activities that the general reader does not know about. In particular I am concerned about his connections with the Center for Disease Control, and I don't mean decades ago, I mean currently. He is an advisor to the National Foundation for the CDC, a nonprofit organization. I want readers to know about his connections, not just with the CDC, but also the Institute of Medicine, the National Academy of Science, the University of California, the NYU Medical Center, the Josiah Macy Foundation and the Merck Manual.

Another point is I would like The Times on its Website to disclose all the Federal Election Commission records for editorial staff since 1980, showing donations made by editorial folks at The Times to political candidates and causes.

My two final points are, I would like The New York Times on its Website for The Neediest Cases Fund and The New York Times Foundation to post the IRS 990 forms. Currently neither Website publishes the IRS 990 forms, and I think donors and readers have to know about these forms, that they are publicly available, not just on other Websites but to anyone who wants these IRS 990s.

Finally, an issue very dear to me, because I had to borrow the money to buy stock in this Company and borrow the money to come here. I can't afford to buy former AIDS and HIV stories on The Times's Website. I go to a Website called Aegis.com. It's run by a Roman Catholic nun in California, and The Wall Street Journal, The Los Angeles Times, all make their HIV/AIDS stories available to her for free, especially for AIDS patients like me who are on Social Security disability who can't afford the fee, if you want an old story from The Times. I've had some problems with Times's AIDS stories, but for the history of the AIDS epidemic, The Times should make the stories available to us. We should be able to look without fee at stories by Gina Kolata, for example. So please, consider making the AIDS archives available to Sister Mary Elizabeth for free.

CHAIRMAN SULZBERGER: We will indeed, and we will get back to you on those other questions you posed, as I promised we would when we were talking.

MR. PETRELIS: So you'll e-mail me?

CHAIRMAN SULZBERGER: Yes, we'll get you something. As you know, it's been a busy day. I have your e-mail in my queue, I printed it out and we'll get back to you.

MR. MARCO SUPRUN, stockholder: Mr. Chairman, distinguished board, distinguished shareholders, first of all I would like to extend my thanks for your stewardship in the last year. I'm a new shareholder. I'm also the son of Holodomor survivor. The Holodomor was a famine-genocide that occurred for roughly 20 years, as recent documents are showing, in the Soviet Union, particularly in the Ukraine. Last year a campaign was started to revoke the Walter Duranty Pulitzer Prize. The Pulitzer Prize was awarded for reporting ostensibly that the famine did not occur. I would like to formally propose that the board willingly reject or return the Pulitzer, and that perhaps, if failing to do so, the shareholders consider this as a formal vote. It is time that the memory of ten million people who perished under Soviet communism be honored in that way and perhaps provide space to have the Holodomor survivors, the famine/genocide survivors, tell their stories. In the same way that on today's date, April 13, 1945, President FDR passed away and it is rather ironic we have this meeting today. In 1944 Victor Kravchenko, who was in charge of purchasing for the Soviet government, defected from Washington to New York, came to The New York Times, and The New York Times upheld his plight to show us Stalin and what the communist system did to the people of the former Soviet Union. I simply ask that this year we consider willingly returning the Pulitzer and atone for this mistake. Thank you.

CHAIRMAN SULZBERGER: Thank you. Just to take this a little further, this is about the Walter Duranty Pulitzer Prize. The Pulitzer board spent a year looking into this issue. We left it to them -They made a decision not to take the Pulitzer back and that was their decision. They did that for a variety of reasons, not the least of which is the Pulitzer was given to Mr. Duranty prior to his coverage of this issue.

We have, however, voluntarily adapted the Pulitzer picture to put in a very lengthy explanation about Mr. Duranty's extraordinary flaws in his coverage. We want to use this as an historical moment, so as people go down the hallway where our Pulitzers are hung, they will read in depth that while Mr. Duranty won a Pulitzer prior to this, his coverage of it was awful, and they will read why. We are taking it seriously, but it wasn't our decision to make.

REPORT BY THE INSPECTORS OF ELECTION

CHAIRMAN SULZBERGER: I have just been advised that the inspectors of election are ready to report on the voting. Let me take one second to hear from them, and then I will come back to you. Thank you.

INSPECTOR OF ELECTION: Mr. Chairman, before giving you the vote we will now give you the formal report on stockholders represented at this meeting. This report, which will be filed with the Secretary of the Company, indicates that the holders of record of 129,097,584 shares of Class A common stock out of a total number of 149,415,182 shares, and the holders of record 793,105 shares of Class B common stock out of a total of 840,316 shares, are represented at this meeting in person or by proxy.

We have canvassed the votes cast at this meeting on the three proposals and the results on each are as follows: Each Class A director received at least 124,861,415 votes and each Class B director received at least 792,905 votes.

Proposal number 2 to adopt a new Non-Employee Directors' Stock Incentive Plan passed with 68,489,583 shares of Class A votes in favor, and 781,314 Class B votes in favor.

Proposal number 3 to ratify the selection of auditors passed with 126,514,968 Class A votes in favor and 792,881 Class B votes in favor.

CHAIRMAN SULZBERGER: Thank you. I declare that the persons named in proposal 1 have been elected as directors--congratulations to all of you and Doreen, welcome to our board-and that proposals 2 and 3 have been duly adopted. The inspectors of election are directed to file their report on the results of the voting on these three proposals with the Secretary of the Company.

QUESTIONS AND ANSWERS (CONTINUED)

CHAIRMAN SULZBERGER: Now we will take questions until 11:30 a.m.

MR. BARRY BRENNER, stockholder: My name is Barry Brenner, I've been in the newspaper industry for a little over 45 years basically delivering your products. I've only attended six of your annual meetings. I attend basically to bring back to the people I work with some information about what's happening. Their main concern seems to be, and in some regard it's documented, at present 47 percent of your daily circulation is out of town and 51 percent of your Sunday is out of town. A lot of these guys have been around for quite some time and they would like to see some sort of department set up to have a better relationship with them in knowing what's happening. We can only go by the results we see in either movement of operation and consolidating shops, reduction in our orders, condensing of routes. Basically there is some personal fear as to where we are all going.

I have met in the past with a couple of the union officials as well as part of your management staff, and there were times in the past with Lance and not too far back with Russ, about setting up somebody-maybe Janet will bail us out-in setting up something. Not that "Mary was moved to the billing department," or "Mary Jones just gave birth," but someone who can give us a little insight as well as receive some information from your employees. The union I belong to only represents a little less than 10 percent of your total employment. We really don't have a handle on where we're going.

CHAIRMAN SULZBERGER: Thank you for asking that question; it's a very thoughtful one.

MR. BRENNER: I just have one more question. I finally got some sort of response to the question I had asked last year, which in part was what I just asked you. The second question was kind of off the wall, but I did get an answer. It was satisfying when an answer arrived; however, nothing was really done. I don't want anybody to take this personally, but it's to Rhonda. It concerns the fact that some of your employees, primarily myself that I can document, are up to six-last year it was five-annual reports. It was suggested that my concern was well taken and it would be looked into. I don't know if I concluded with which direction I wanted it to go, but I was hoping you'd get down to about one or two catalogs and saving the Company some money.

CHAIRMAN SULZBERGER: Yes, that is a continuing concern of ours and we are working on this. Rhonda, would you like to say anything about this?

MR. RHONDA BRAUER, Corporate Secretary and Senior Counsel: I apologize for these deliveries and we will follow up with you. Every year we try to improve.

CHAIRMAN SULZBERGER: We do work hard on this.

To get back to your first question, Scott Heekin-Canedy, the head of the business side of 7he New York Times, is here. He had a chance to hear this question and we can try to find a way to address it, either in TimesTalk or perhaps in some of the other communication devices we now use. I want to assure you our commitment is to build our circulation in this city. We are not interested in building circulation outside of New York at the expense of New York. One of the biggest challenges the management team has put in front of the new management team of The New York Times, both on the management and business sides, is to find ways to strengthen our circulation here.in New York City and in the suburbs. This is one of the two most critical issues we are facing this year.

MR. BRENNER: There seems to be a definite commitment on the part of a number of your employees to possibly show you ways of doing that. Yet if we have nobody to talk to, it goes.

CHAIRMAN SULZBERGER: We'll work on that, I promise.

MR. ANDY HUM, proxy: Andy Hum from The Gay City News. Earlier this year The Times fired a stringer named Jay Blotcher ostensibly because he had been a spokesperson for the AIDS advocacy group ACT UP about 15 years ago. For the benefit of aspiring journalists, what advocacy activities in their youth ought they avoid to be ever considered for Times employment?

CHAIRMAN SULZBERGER: As you know, The Times went through some misery last year that caused us to undertake a conscientious review of our standards and practices. In keeping with that, our Metropolitan editor began a review of our stringer list to make sure our policies involving conflicts of interest were enforced. In some cases we ended the ties we had with stringers, people who work for The Times on a very occasional basis. Mr. Blotcher, whom you just mentioned, was one of them. It was not for his membership in an anti-AIDS organization, but because of his work as a press spokesman and a public relations consultant. His work was recent enough that we worry he is identified in the public mind as an advocate. We were not concerned about it in his earlier life; we are concerned about it now. We would have taken action if this organization that Mr. Blotcher was involved in had been the AARP, or the NRA. If you or Mr. Blotcher doesn't understand the reason for this action, then I'm sorry. But the reputation my colleagues and I are paid to protect is that of The New York Times and we will do so, even against the opposition of those who, willingly or not, would see us sully our name.

MR. HUM: You understand that every member of ACT UP was considered a spokesperson for the group.

CHAIRMAN SULZBERGER: You may want to re-think that if you want them to work for The New York Times.

HENRY J. STERN, stockholder: I've been a reader of The New York Times for over 60 years. I started during your very good coverage of World War 11. I've been a shareholder for the last 18 years. I think enormously of The Times as an institution.

My question is about your editorial policy. Now that you've become a national and world newspaper, your editorials have an effect that go far beyond New York City in presenting significant American public opinion to the world. You have a right to say whatever you wish, because this is a free press. But I question, for example, what is the diversity of opinion on your Editorial Board? In "diversity" I don't mean gender or ethnicity, because I'm certain that's there, looking at the platform, but diversity of ideas. Who is the Roger Starr on today's Editorial Board, for example?

The second question is, what standards do you follow in determining an editorial policy? I know you do extraordinary work in management and business policy, and you've recently significantly increased your fact-checking in the news part. The one part that hasn't been reviewed in this way are the editorials and the opinion columns. In some ways they don't meet the standard you have established for the rest of the paper. I want to suggest you look into this issue over the next year to see if it is perhaps more representative or more diverse or whatever you think should be done.

CHAIRMAN SULZBERGER: I will be happy to look into that further. We did make some senior management changes in the Editorial Board just recently. I want to assure you, however, that the op-ed columns and the Editorial Board are held to the same factual standards as are The New York Times reporters. Obviously they have opinions, and that is different. But our new public editor, Dan Okrent, has oversight for those pages. He has the ability to comment on our op-ed columns and how we handle mistakes. You have seen changes in that over the last few months. Indeed, just a day or two ago one of our columnists ran a correction at the bottom of her column. That's new. But I take your point and I'll look into it.

MR. STERN: In a serious way, and especially because of the increased global importance of The New York Times.

CHAIRMAN SULZBERGER: Thank you. And just so you know, we also have an Editorial Page editor of the International Herald Tribune, which has some similarity but also some differences from The New York Times.

MR. KINCAID: Mr. Chairman, you talked about the Pulitzer board not taking back the Duranty Pulitzer Prize, but isn't it a fact that you wrote the Pulitzer board before they made their decision, saying nothing would be served by revoking the Prize? You put pressure on that board to come to that decision, didn't you?

CHAIRMAN SULZBERGER: No, Sir. I made my opinion clear; I did not put pressure on that board.

MR. KINCAID: But you wrote a letter to that board, didn't you, exactly the way I described it?

CHAIRMAN SULZBERGER: Absolutely. I'm not arguing with your description. I'm arguing with the way you characterize it. Everyone has the right to express an opinion. It was an important subject; I expressed mine. If you recall, at the very end I said, "We will happily live with whatever decision you make," and I put that in the letter.

MR. KINCAID: So, Mr. Chairman, you keep up the photograph or portrait of Mr. Duranty in The Times Building. Naturally you ostracized Jayson Blair. But there are some things in his book that have yet to be addressed. He says in his book that at The Times everyone seemed to know about his drinking, even the Metro desk administrator, who was used to signing off on the frequent multi-hundred-dollar tabs from the bars. Life was turning into a big party on the corporate dime, says Mr. Blair. He goes on to say that "public relations executives would provide The Times reporters free theater tickets, free meals and drinks, and sometimes even sex for mentions in the newspaper." Now what have you done to get to the bottom of these allegations and resolve them?

CHAIRMAN SULZBERGER: If you choose to believe this gentleman, that's your problem. I do not believe him; he's a known liar. I believe the standards we have put into place in the newsroom and on the corporate side have strengthened our journalism, strengthened the way we operate, strengthened the way we relate to the outside world. Quite frankly, I am not interested, I am not interested, in what Jayson Blair has to say about anything. If you want to read that book, you go right ahead; but if that man told me it was raining outside today, I probably wouldn't bring my umbrella. Thank you.

SUSAN D. BIRN, stockholder: Would you believe what I said?

CHAIRMAN SULZBERGER: Probably not. [Laughter]

MS. BIRN: I have a few questions. On the Board of Directors, how many people are minorities?

CHAIRMAN SULZBERGER: Three.

MS. BIRN: Out of how many people?

MS. BRAUER: Currently out of 14 and 15 after today.

MS. BIRN: So it is about 20 percent? Also, how many employees died while on the job in the last 20 years for any reason or cause? I'd like to know. You won't have the answer today, but I would expect an answer in the mail. Please, no photos. It's very annoying. I did get a letter I believe from Mrs. Robinson, and I thank her very much for her reply from last year.

Also, I would like it known that probably the reason why the increase of outside circulation is for people who are looking for jobs, because that would be the proper age-the 40s, 50s and 30s, possibly the 20s. You are asking why you had an increase-that is probably why.

Last but not least, I would like to direct this to Mr. Golden. Mr. Golden, congratulations.

MR. MICHAEL GOLDEN, Vice Chairman and Publisher of the International Herald Tribune: Thank you.

MS. BIRN: The Herald Tribune has delivered its news in the foreign areas I have gone to in a very timely manner. Years ago, if you recall, I had made mention about that, that it was quite delayed. It has improved.

MR. GOLDEN: Thank you.

CHAIRMAN SULZBERGER: That is very kind of you.

MR. SUPRUN: Mr. Chairman, honorable members of the board and distinguished shareholders. In the name of my father, Mr. Chairman, I would like to thank you for taking the step you have in identifying the inaccuracies and as you said, "the horrible reporting" and lies Mr. Duranty wrote about. It is a step in the right direction, but it is only one step. There is a policy currently at The New York Times Company that doesn't allow outside visitors up to view the Pulitzer Prize in particular. It might be more appropriate to that step that has been taken to bring the Pulitzers down so the public can view them and you can extend that knowledge to the general public. I recently tried to take a picture for Professor Lubomyr Luciuk of the Ukrainian-Canadian Civil Liberties Association, who is publishing a book and wanted to give The New York Times the opportunity to show this photo and the captions you mentioned. Yet I was denied access.

CHAIRMAN SULZBERGER: I will get you a photo of that.

MR. SUPRUN: Second, I would also like to say to outline that, you mentioned just moments ago that part of your job is to defend the reputation of The New York Times. I submit to you that willingly abiding by the decision of the Pulitzer Committee, albeit they may be learned individuals, is somewhat unbefitting of this institution. I think if you showed the initiative under your leadership and willingly returned the Pulitzer, I think that would do much more for the reputation of The New York Times and for setting straight an historical wrong. I do implore you to take that action independently, and failing that again I would like to propose that to the shareholders perhaps at the next annual meeting. Thank you very much.

CHAIRMAN SULZBERGER: Thank you.

MR. KORBA: I want to ask you two easy questions, Chairman Sulzberger, Jr. Number one is this: This evening at 8:30 President Bush will hold his third prime-time press conference. Who will the reporter be from The New York Times at that press conference? CHAIRMAN SULZBERGER: I don't know the answer, but I suspect it will be our White House Bureau Chief, Elisabeth Bumiller. But I don't know that for a fact.

MR. KORBA: My last comment is this. In reference to February 2002, this Company invested $75 million in New England Sports Network, which involves the franchise of the Boston Red Sox and the great ballpark called Fenway Park. This is my question: In reference to 2003, how much income did this Company receive from New England Sports Network?

CHAIRMAN SULZBERGER: Mr. Lewis?

MR. RUSSELL T. LEWIS, President and Chief Executive Officer: The primary reason we purchased an interest in the New England sports ventures, which include both the cable channel, the Red Sox and Fenway Park, was to strengthen our brand presence in Boston. The Globe and the Red Sox are probably the two leading brands in Boston. As a result we've sold several million dollars' worth of advertising in combination, done joint marketing and joint promotional work together. You see The Boston Globe and Boston.com names and logos advertised at Fenway Park when you go there. Those efforts are both profitable and on track.

In terms of the joint venture itself, we don't receive cash dividends from it, but when we do and we expect we will, they will be reported in our consolidated financial statements under "equity interests."

MR. KORBA: And my last comment, Chairman Sulzberger, relates to you. In reference to fiscal 2003, how many ball games did you have the honor of attending in person at Fenway Park?

MR. LEWIS: I substituted for the Chairman on at least five occasions.

CHAIRMAN SULZBERGER: The last ball game I went to was a couple of years ago. It bored me to tears. I just hate the game.

MR. PETRELIS: On the issue of advocacy by New York Times journalists, I certainly see Dr. Altman as an advocate for the CDC. Frequently he'll write AIDS or HIV-related stories about the CDC, and there are no voices from outside the Agency. There are no voices in his stories critical of the Center for Disease Control, especially related to HIV prevention. My question is, what is it going to take to get Dr. Altman and The Times to include voices critical of the CDC?

CHAIRMAN SULZBERGER: As you know, we reviewed Dr. Altman's activities. We have a new standards editor, Al Siegal, and he undertook that review. All the known outside activities by Larry Altman have been authorized by The Times. Dr. Altman's unpaid position on the NYU medical faculty and his membership on an Advisory Board of the CDC, which oversees a journalism education fellowship, are consistent with our guidelines. There are members of the AIDS community, and I'm sure you are one, who have for years made a target of Dr. Altman, which we frankly regard as killing the messenger, because they don't like some of the developments he reports on AIDS research.

MR. PETRELIS: Not true; we're just asking for outside voices not connected to the CDC. You are not addressing my question.

CHAIRMAN SULZBERGER: You interrupted me. We think Larry Altman is a great asset to The Times, in part because he is one of the only practicing physicians who works as a journalist and our readers benefit from that. We do have other voices working on CDC stories; it is not true it is just Larry Altman. I don't feel what you just said is fair.

MR. STERN. I see you are doing repeaters, so I venture to come forward.

CHAIRMAN SULZBERGER: We have eight more minutes.

MR. STERN: But I won't take them. I just wanted to commend you. One escapes me. That is what happens when you read The Times for 60 years. Now I remember. First, I think you were right in not returning the Pulitzer Prize for Walter Duranty, even though his reputation is flawed and his pieces were horrible. You don't rewrite history. He won the Pulitzer Prize in 1932 and that is the point. It is more significant for you to have the Prize and then have the explanation than to simply have it vanish from the wall. That is like what the Soviet Union did when Lavrenti Beria was executed, they took him out of the great Soviet encyclopedia and put in a lengthy article on the Bering Sea, which was the next thing alphabetically, which the readers could paste in instead. That is definitely not historically correct, so you are right on that issue.

Another thing that is quite good is the crosswords. They are really good. Thirty years ago at The New York Post there was an argument between James Wexler and Dorothy Schiff about which was the most popular column in the paper. They conducted a survey to find out, and they found out the feature most read in The New York Post was the horoscope.

The New York Times does not have horoscopes and I'm not suggesting you do. I wonder if the role of the horoscope wouldn't be taken in recent years by the crossword puzzle. I see a lot of people doing them on the subway.

CHAIRMAN SULZBERGER: Thank you for saying that. Can I ask you a question?

How good are you on the Sunday puzzle?

MR. STERN: The Sunday is easy. The tough one is Friday, that is the worst. This Friday I was totally stumped. That is good, because it builds humility.

CHAIRMAN SULZBERGER: Thank you.

UNIDENTIFIED, stockholder: I wonder if the Board would review your position on either restoration or other help to the old building that was your historical first birthplace, important to your history and the history of New York.

CHAIRMAN SULZBERGER: You are talking about the original building from 1851.

MR. SUPRUN: I do have to address the gentleman's concern about rewriting history. The New York Times has on numerous occasions taken space out of the newspaper to discredit Holocaust deniers. Walter Duranty denied that the famine genocide occurred. It is not airbrushing history in the same way the Stalinists did. It is correcting and proving to the world that Stalin and the communist regime engineered a manmade famine that lasted decades. As you well know, a famine is not a gas chamber. It cannot be turned on and off. The apex of the famine was from 1932 to 1933. It began much earlier and ended finally much later. It is not airbrushing history. There are Holodomor deniers, there are famine genocide deniers, just as there are Holocaust deniers. I doubt that The New York Times would ever allow a Holocaust denier who may have won a Pulitzer Prize to honor the hallway of The New York Times Company, let alone go without an explanation. Please, I implore you, that is the worst analogy you could possibly make.

ADJOURNMENT

CHAIRMAN SULZBERGER: I will now entertain a motion that this meeting be adjourned.

MS. KRAUS: I move that the meeting be adjourned.

MR. STOLLER: I second the motion.

CHAIRMAN SULZBERGER: All in favor?

STOCKHOLDERS: Aye.

CHAIRMAN SULZBERGER: Opposed? [None] Thank you. This meeting is adjourned.