Barnes & Noble Education Inc.

03/16/2026 | Press release | Distributed by Public on 03/16/2026 13:37

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Barnes & Noble Education, Inc. (the "Company") was held on March 10, 2026. At the Annual Meeting, 29,352,793 shares of Common Stock were represented in person or by proxy out of the 34,294,569 shares of Common Stock outstanding and entitled to vote as of February 2, 2026, the record date for the Annual Meeting. The voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
1.Election of Directors. The Company's stockholders elected the Board's nominees as Directors of the Company by the following vote:
Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
William C. Martin
25,784,011
512,559
2,255
3,053,968
Emily S. Hoffman
25,644,823
651,740
2,262
3,053,968
Sean Vijay Madnani
26,154,468
142,105
2,252
3,053,968
Eric B. Singer
25,163,411
1,133,156
2,258
3,053,968
Kathryn ("Kate") Eberle Walker
26,165,176
131,711
1,938
3,053,968
Denise Warren
26,164,764
131,766
2,295
3,053,968
2.Advisory (non-binding) Vote on Executive Compensation. The Company's stockholders approved, on an advisory basis, compensation of the Company's named executive officers by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
24,912,629
435,536
950,660
3,053,968
3.Ratification of the appointment of BDO USA, P.C. as the independent registered public accountants for the Company's fiscal year ending May 2, 2026. The Company's stockholders approved the proposal by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
29,165,975
179,733
7,085
0
4.Vote to approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the other proposals. The results of voting on the proposal are set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
28,641,502
704,494
6,797
0
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