NEW YORK A dissident investor stepped up pressure on The New York Times Co. Friday, formally proposing its own slate of four directors and saying the company needs to take more drastic action to compete online.
Harbinger Capital, an investment firm that now owns about 19 percent of the company, filed its own proxy statement with the Securities and Exchange Commission listing its nominees for directors to be elected at the Times' annual meeting April 22.
The Times has already filed its own full slate of director nominees but has said it was still considering whether to accept Harbinger's candidates.
Times spokeswoman Catherine Mathis said the company's board was interviewing the Harbinger nominees. She declined to comment further on their proxy filing.
The looming proxy battle comes as the Times and other U.S. newspapers are facing huge challenges in adapting to the steady migration of readers and advertising dollars to the Internet. An economic slowdown coupled with a deep slump in the housing market is worsening the situation.
Earlier Friday, the Times reported that its newspaper advertising fell 11.4 percent in January, mainly due to a 22.6 percent dropoff in classified advertising, a lucrative business for newspapers that is especially vulnerable to competition from online rivals like Craigslist, eBay and Move.com.
The Times is facing changes in its own digital businesses as well. On Wednesday the head of the Times' About.com division, an online consumer information company it acquired in 2005, told his staff he was departing, and there was no immediate successor named.
Harbinger's candidates include Scott Galloway, a marketing professor at New York University who also founded an online retailer called Red Envelope. Galloway has been working with Harbinger to propose changes at the Times.
In their proxy statement, Harbinger and Galloway said they found in the Times a "dynastic business" that was "unparalleled in its name recognition" but also "hamstrung by poor capital allocation and an incremental strategy for adapting to a changing media landscape."
They said that the "bold action" required to revive the company's stock price would need "fresh leadership in the Company's board room." Harbinger has said it wants the Times to sell off some businesses and move more aggressively to build up its main brand online.
The Times has faced other pressure from shareholders recently. Last year shareholders withheld 42 percent of their vote for the company's publicly elected directors, the latest signal of dissatisfaction with the Times' long-slumping share price. Shareholders withheld 30 percent of their vote the year before that.
Harbinger and Galloway said they don't have any intention of challenging the two-class share structure of the Times, which allows the Sulzberger family to retain control of the company.
The Sulzbergers control a special class of shares that allows them to elect nine of the company's 13 directors. They collectively own 19 percent of the company's value, roughly the same size stake as Harbinger.
Last fall another dissident shareholder, Morgan Stanley Investment Management fund manager Hassan Elmasry, abandoned a two-year campaign to press for changes in the two-class share structure and other areas of the company's governance.
Shareholder activism has resulted in major changes in the U.S. newspaper industry in the past two years, including the sale of Knight Ridder Inc., formerly the No. 2 publisher, and a going-private transaction at Chicago-based Tribune Co., which is now the second-largest U.S. newspaper owner.
In addition to Galloway, Harbinger is also proposing James Kohlberg, founder of a private equity firm called Kohlberg & Co.; Allen Morgan, managing director Mayfield Fund, a Silicon Valley-based venture capital firm; and Gregory Shove, a San Francisco-based entrepreneur and investor who was also a former AOL executive.
On Feb. 12 the Times named two of its own new candidates for directors: Robert Denham, former CEO of the investment bank Salomon Inc., and Dawn Lepore, the chief executive of Drugstore.com Inc. They replaced Brenda Barnes, CEO of Sara Lee Corp., and James Kilts, a former CEO of Gillette Co.