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Proxy
Statement
media companies. Mr. Ubiņas serves on the U.S. Advisory Committee on Trade Policy and Negotiation, the
World Bank Advisory Council of Global Foundation Leaders, the Multi-Stakeholder Advisory Group of the
President of the United Nations Economic and Social Council, and the board of the New York Public Library and
the Collegiate School for Boys. He holds a B.A. degree from Harvard College and an M.B.A. from Harvard
Business School, and is a fellow of the American Academy of Arts and Sciences and a member of the Council on
Foreign Relations.
Mr. Ubiņas has extensive experience in business management and operations from his experience currently
overseeing the more than $10 billion in assets and over $500 million in annual giving by the Ford Foundation. In
addition, through his prior consulting experience, he has worked with technology, telecommunications and media
companies in understanding the challenges and opportunities that they face. Based on these experiences,
qualifications and attributes, the Board of Directors has concluded that Mr. Ubiņas is qualified to serve as a
director.
Denise F. Warren
Director since 2013
Ms. Warren, age 49, has served as Executive Vice President of Digital Products and Services of The New York
Times Company since March 2013. Prior to this role, Ms. Warren served as General Manager of NYTimes.com
from December 2008 to March 2013 and as Chief Advertising Officer of The New York Times from June 2005
to March 2013. Ms. Warren holds a B.S. and management degree from Tulane University and an M.B.A. degree
in communications and media management from Fordham University.
Ms. Warren has extensive experience in the media, technology and advertising sectors, including overseeing the
growth and development of digital products and services to a wide consumer base. Based on these experiences,
qualifications and attributes, the Board of Directors has concluded that Ms. Warren is qualified to serve as a
director.
DIRECTOR INDEPENDENCE
Our Board of Directors has determined that each of our non-employee directors qualifies as an "independent
director" as that term is used in the NASDAQ Stock Market Rules. Mr. Probst, our Executive Chairman, does not
qualify as independent. The NASDAQ Stock Market Rules have both objective tests and a subjective test for
determining who is an "independent director." The objective tests state, for example and among other things, that
a director is not considered independent if he or she is an employee of the Company or at any time during the
past three years was employed by the Company. The subjective test states that an independent director must be a
person who lacks a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. The Board of Directors has not
established categorical standards or guidelines to make these subjective determinations, but considers all relevant
facts and circumstances.
In addition to the board-level standards for director independence, the directors who serve on the Audit and
Compensation Committees each satisfy standards established by the SEC and the NASDAQ Stock Market
providing that to qualify as "independent" for the purposes of membership on those committees, members of the
Audit and Compensation committees may not accept directly or indirectly any consulting, advisory, or other
compensatory fee from the Company other than their director compensation.
BOARD OF DIRECTORS, BOARD MEETINGS, AND COMMITTEES
The Board of Directors meets on a fixed schedule four times each year and also holds special meetings and acts
by written consent. In fiscal 2013, the Board of Directors met ten times and also acted by written consent. At
each regularly scheduled meeting, the independent members of the Board of Directors meet in executive session
separately without management present.
Board of Directors Leadership Structure
Mr. Probst serves as our Executive Chairman. In addition, a Lead Director, elected by the independent directors,
is responsible for chairing executive sessions of the Board of Directors and other meetings of the Board of
Directors in the absence of the Chairman of the Board of Directors, serving as a liaison between the Chairman of
the Board of Directors and the other independent directors, and overseeing the Board of Directors' stockholder
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