Barnes & Noble Education filings document the company’s campus retail and education-services business, including operating results, seasonality, BNC First Day program activity, general merchandise performance, and financial measures reported through Form 10-K, Form 10-Q, and Form 8-K disclosures.
The company’s regulatory record also covers restated financial statements, non-reliance determinations, late-filing notices, internal-investigation findings related to digital sales cost accounting, and current-report exhibits for earnings releases. Proxy and annual-meeting filings document board elections, executive compensation votes, auditor ratification, shareholder voting mechanics, governance practices, and common-stock matters.
Barnes & Noble Education, Inc. (BNED) stockholders elected the Board’s six nominees as directors at the September 24, 2026 annual meeting: William C. Martin, Emily S. Hoffman, Sean Vijay Madnani, Eric B. Singer, Kathryn (“Kate”) Eberle Walker and Denise Warren. Stockholders approved an amendment to the equity incentive plan to increase shares available for issuance, approved named executive officer compensation on an advisory, non-binding basis, and ratified BDO USA, P.C. as independent registered public accountants for the fiscal year ending May 1, 2027.
The equity-plan proposal received 27,469,308 votes for and 153,402 against. The adjournment proposal received 29,033,450 votes for, 961,079 against and 6,773 abstentions.
Barnes & Noble Education, Inc. (BNED) director Denise Warren acquired 17,653 restricted stock units on September 25, 2026. Each RSU represents the contingent right to receive one share of common stock. The RSUs vest on the earlier of one year from the grant date or the issuer’s next annual meeting of stockholders; Warren elected to defer settlement and receipt of the shares until the date specified in the applicable deferral election. Her reported direct position following the transaction was 62,068 shares.
Barnes & Noble Education, Inc. (BNED) director Eric Singer received a direct grant of 17,653 restricted shares on September 25, 2026, at a reported $0.00 per share. The shares vest on the earlier of one year from the grant date or the issuer’s next annual meeting; his direct holdings after the grant were 174,391 shares. A separate entry lists 11,208,746 shares owned directly by Toro 18. Singer may be deemed a beneficial owner as Toro 18’s President and CEO, but disclaims beneficial ownership of other group members’ directly owned shares except to the extent of his pecuniary interest.
Barnes & Noble Education, Inc. director Kathryn Eberle Walker received a grant of 17,653 restricted stock units on September 25, 2026. Her reported direct holdings after the transaction were 62,068 shares. The transaction was a grant, rather than a reported market purchase.
Barnes & Noble Education, Inc. (BNED) director Sean V. Madnani was granted 17,653 restricted stock units on September 25, 2026. Each unit represents a contingent right to receive one common share. The units vest on the earlier of one year from grant or the issuer’s next annual meeting; Madnani elected to defer settlement and receipt until the date specified in the applicable deferral election. Reported direct holdings following the transaction were 69,391 shares.
Barnes & Noble Education, Inc. (BNED) director Emily Hoffman acquired 17,653 common shares on September 25, 2026, as a restricted-share grant. The shares will vest on the earlier of one year from the grant date or the issuer’s next annual meeting of stockholders. Her reported direct holdings after the grant were 69,391 shares.
Barnes & Noble Education, Inc. (BNED) director and 10% owner William C. Martin acquired 17,653 restricted shares as a grant on September 25, 2026. He reported 187,391 shares following the grant, held directly and through a wholly owned LLC and IRA accounts, plus 12,000 shares held through UGMA accounts for his minor children. Toro 18 Holdings LLC separately owned 11,208,746 shares. Martin may be deemed to beneficially own them as Toro 18’s Chief Strategy Officer; he disclaims beneficial ownership of other group members’ securities except to the extent of his pecuniary interest.
Barnes & Noble Education, Inc. (BNED) SVP and Chief Accounting Officer Gary Luster reported selling 2,267 shares of Common Stock on September 23, 2026, at $11.20 per share. He held 29,667 shares directly after the sale. No Rule 10b5-1 plan is reported.
Barnes & Noble Education, Inc. (BNED) declared a quarterly cash dividend of $0.08 per share of common stock, payable October 29, 2026, to stockholders of record as of October 14, 2026. The company stated that future dividends remain subject to board review and approval, and that the board reserves the right to modify, suspend, or discontinue the dividend.
Barnes & Noble Education, Inc. CEO Jonathan Shar sold 30,000 shares of common stock on September 22, 2026, at a weighted average price of $11.04 per share. The sales were made in a series of transactions priced from $10.91 to $11.14 per share. Jonathan Shar directly held 325,285 shares after the sale. No Rule 10b5-1 plan is reported.