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BCS

Current Report · Items 5.07 · 8-K

Barnes & Noble Education, Inc

BNEDNYSEEQUITYCurrent

Submission of Matters to a Vote of Security Holders

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.…

Filed Sep 30, 2026Accepted Sep 29, 2026, 5:55 PM EDTCIK 1634117Accession 0001634117-26-000115
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Company context

Current securities

Recent company filings

  1. 4 filingSep 29, 2026
  2. 4 filingSep 29, 2026
  3. 4 filingSep 29, 2026
  4. Other EventsSep 24, 2026
  5. 144 filingSep 23, 2026

Registered securities in this filing

BARNES & NOBLE EDUCATION, INC. · 8-K · Filed 2026-09-30

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.01 par value per share

Symbol
BNED
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000163411726000115 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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 ──────────────────────────────────────────────────────────────────────────────────────────────────────────── 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 ──────────────────────────────────────────────────────────────────────── 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 ──────────────────────────────────────────────────────────────────────── 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 ──────────────────────────────────────────────────────────────────────── 29,033,450 961,079 6,773 0

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