NY Times names 2 board nominees

NEW YORK (Reuters) - The New York Times Co said on Tuesday it nominated two new candidates for its board ahead of an attempt by a dissident investor group to add four directors to its slate.

The investor group formed by Firebrand Partners and hedge fund Harbinger Capital Partners said in a filing on Monday it doubled its stake in the publisher of the New York Times and the International Herald Tribune to about 10 percent,

The group plans to seek four of the Times's 13 board seats and push the newspaper group to move more aggressively into digital media.

The pedigree of the new Times nominees, who serve on the boards of top technology and Internet companies, appear to address some of the investor group's concerns.

Robert Denham, the former chief executive of Salomon Inc, is a partner in law firm Munger, Tolles & Olson, whose co-founder Charlie Munger is a top lieutenant for Berkshire Hathaway's Warren Buffett. Denham also serves on the board of Alcatel-Lucent.

Dawn Lepore is CEO of Drugstore.com and a board member of online auctioneer eBay Inc.

They will be up for election at the company's annual meeting on April 22.

"We view the digital realm as vitally key to our future," New York Times spokeswoman Catherine Mathis said.

Times directors Brenda Barnes, chairman of Sara Lee Corp, and James Kilts, former CEO of Gillette Co, will not stand for reelection. A complete slate of directors will be made public later this month, the company said.

"We are encouraged that the Chairman and nominating committee have acknowledged the need to bring directors with additional skills to the board," said a spokesman for the investor group led by Harbinger and Firebrand.

"Shareholders are now faced with a clear decision to support directors hand-picked by the board or truly independent directors put forward by a large shareholder already catalyzing change at the New York Times," he said.

TIMES CONSIDERS DISSIDENT SLATE

Mathis said the process to identify board candidates began last fall and was unrelated to the investor group's actions. Four nominees proposed by the investor group are also being reviewed by the Times board, she said.

"You simply don't find directors of this quality in a short time-frame," Mathis said. "It wasn't a result of Firebrand Harbinger."

The Times has not yet decided whether Denham and Lepore would run on the part of its slate elected by its Class B shareholders, primarily comprised of the company's controlling Ochs-Sulzberger family, or would be among four board nominees chosen by public shareholders.

The group led by Harbinger and Firebrand are now the Times's second-largest institutional shareholder behind T.Rowe Price Associates Inc, which holds a 12.6 percent stake.

On Monday, the group said in its filing it had met with Times publisher Arthur Sulzberger and CEO Janet Robinson last Friday and called it a "productive and positive dialogue."

Unlike a previous attempt by Morgan Stanley Investment Management to target the Ochs-Sulzberger family, Harbinger and Firebrand are not seeking to eliminate the company's dual-class share structure that protects the family's control.

One source familiar with the investor group's position said the group hopes to strike a friendlier chord with the Ochs-Sulzberger family.

"The Times has appointed two very credible nominees for election to their board," said Bruce Goldfarb, a veteran consultant who has been involved in numerous high-profile proxy campaigns, "That's very important to investors as you enter into a potential proxy fight."

New York Times shares closed up 58 cents, or 3.4 percent, at $17.74 on the New York Stock Exchange.

(Editing by Derek Caney and Tim Dobbyn)