Institutional Shareholder Services urge investors to withhold their votes for directors at The New York Times Co.

Institutional Shareholder Services urges investors to withhold their votes for four directors at The New York Times Co. as a way to seek corporate governance changes.

Photo: Institutional Shareholder Services urge investors to withhold their votes for directors at The New York Times Co.

Institutional Shareholder Services urge investors to withhold their votes for directors at The New York Times Co.

The ISS report published Wednesday comes amid a campaign from a longtime shareholder, a Morgan Stanley investment fund, to roll back the dual-class share structure which allows the Sulzberger family to maintain control.

ISS recommends separating the chairman and publisher roles, which are both currently held by Arthur Sulzberger Jr., as well as establishing key committees on the board made up solely of directors elected by holders of the company's publicly traded Class A shares.

The Class B shares, which are controlled by the Sulzberger family, have the right to elect nine of the company's 13 directors.

"While we do not advocate removal of the Class A directors, we believe that a strong message to effect change is necessary," ISS said in its report.

The Times said in a statement it was "disappointed" that the ISS had recommended a withhold vote for the four directors elected by Class A shareholders, but said the ISS's decision not to call for their removal was "recognition of the high quality of our board members."

The Times' annual meeting is scheduled for April 24.