Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Barnes & Noble Education, Inc. (the “Company”) was held on September 24, 2026. At the Annual Meeting, 30,001,302 shares of Common Stock were represented in person or by proxy out of the 34,664,980 shares of Common Stock outstanding and entitled to vote as of July 30, 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
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William C. Martin 27,580,495 46,080 1,310 2,373,417
Emily S. Hoffman 26,248,906 1,377,851 1,128 2,373,417
Sean Vijay Madnani 27,559,537 67,019 1,329 2,373,417
Eric B. Singer 25,556,526 2,070,031 1,328 2,373,417
Kathryn (“Kate”) Eberle Walker 27,597,955 28,784 1,146 2,373,417
Denise Warren 27,302,899 323,845 1,141 2,373,417
2. Vote to Approve an Amendment to the Company’s Amended and Restated Equity Incentive Plan to increase the number of shares of Common Stock available for issuance under the Plan. 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
────────────────────────────────────────────────────────────────────────
27,469,308 153,402 5,175 2,373,417
3. 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
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26,124,656 545,148 958,081 2,373,417
4. Ratification of the appointment of BDO USA, P.C. as the independent registered public accountants for the Company’s fiscal year ending May 1, 2027. 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
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29,956,961 41,204 3,137 0
5. 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
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29,033,450 961,079 6,773 0